ADMH form 8k 04-12-2007 EX. 10.2


    
       

      SETTLEMENT
        AGREEMENT

       

              This
        Settlement Agreement ("Agreement")
        is
        made and entered into as of this 10th day of April, 2007 (the "Effective
        Date"),
        by
        and between Admiralty Holding Company, Inc., a Colorado Corporation
        ("ADMH"),
        by
        Admiralty Corporation, a Georgia Corporation (“Admiralty”),
        and
        by Admiralty Marine Operations, Ltd., a Bahamas, West Indies Corporation
        ("AMO"),
        on
        the one hand; and, Walter S. Cytacki, an individual resident of River Rouge,
        Michigan ("Cytacki"),
        and,
        G. Howard Collingwood, a resident of Irmo, South Carolina (“GHC”),
        on
        the other hand. ADMH, Admiralty, and AMO, Cytacki, and, GHC are collectively
        referred to as the "Parties". 

       

      R E C I T A L S:

       

      A.  Whereas,
        Admiralty Holding Company and subsidiaries (the “Company”) desire to avoid an
        imminent, clear, and present danger to the safety and security of personnel
        and
        the public from, and property damage to, the ship the New
        World Legacy, IMO No. 9203978, Port of registry, Montego Bay, Jamaica, West
        Indies, Official No. and call sign, 6YRC2  (the
        “Ship”),
        a
        Wasting Asset, caused
        by
        the Company’s running out of funds and being unable to protect and preserve the
        Ship and operation thereof; and

       

      Whereas,
        all
        systems and personnel aboard the New
        World Legacy may
        be in
        harm’s way and otherwise at risk due to a shortage of food, fuel and the
        capacity to have electrical service when the generator ceases to be operational;
        and

       

      Whereas,
        the
        Company has loans outstanding to certain individuals who have liens against
        the
        Ship (the “Liens”) to secure the repayment of said loans (Walter
        S. Cytacki, et al),
        including the Company’s CEO, G.
        Howard Collingwood;
        and

      


          Whereas,
        the
        Company has specifically excluded the Liens from those certain agreements
        with
        the investors known collectively as The
        N.I.R. Group of Funds, LLC
        of
        Roslyn, N.Y., pursuant to which agreements the Company has pledged all other
        assets; and

       

          Whereas,
        to
        avoid
        possible legal risks, maritime and environmental pollution fines, liens,
        seizures, and foreclosures; and

      


          Whereas,
        certain
        demands, concerns and controversies as a proper course of action to avoid
        litigation have arisen between the Parties;

      


          Whereas:
        On
        March 29, 2007, Cytacki was given notice, because of his Security Interest
        in
        the Ship, from Eagan Insurance Agency. Inc. that the Ship’s hull insurance
        policy number H 1016198 was subject to be cancelled on April 9, 2007 and,
        in
        response, Cytacki and GHC contacted ADMH’s CFO to be sure of the facts causing
        the nonpayment of the policy; and

       

      
        
          
          

        

        
          -
            1
            -

          
            

          

        

        
          
          

        

      

         Whereas
        Cytacki
        and GHC were informed of the non-funding of ADMH in order to continue operations
        and pay for the ship’s operations (as of now continued promises for funding from
        The N.I.R. Group of Funds, LLC of Roslyn, NY which have not materialized);
        and

       

         Whereas
        concern
        and Ship difficulties, along with the threat to property and life, have
        continued to mount since notice from the insurance agency was received, the
        crisis continues, and the lead creditor of ADMH, The N.I.R. Group of Funds,
        LLC
        of Roslyn, NY, indicated late Tuesday afternoon, that they will not provide
        emergency funding; and

      


         
Whereas,
        in
        order
        to avoid additional liabilities to the parties, to resolve the controversy
        over
        what action(s) to take, including forestalling and precluding the filing
        of
        claims and counter-claims (referred to herein as the “Action"), to wit and more
        specifically, the dispute between the parties concerns the liens, loans,
        rights
        to possession, title to, and ownership of the ship, the New
        World Legacy, IMO No. 9203978, Port of registry, Montego Bay, Jamaica, West
        Indies, Official No. and call sign, 6YRC2 (collectively
        referred to as the “Disputed Ship”); and 

       

         Whereas, the
        Parties desire to settle their disputes regarding the Action and the Disputed
        Ship on the terms and conditions set forth below due to the matters set forth
        hereinabove and the fact that the Disputed Ship is a Wasting Asset;
        and

       

         Whereas,
        the
        Parties do not intend to release any other claims unless specifically set
        forth
        below, and the Parties recognize each has standing as concerns the Disputed
        Ship; and

       

         Whereas,
        the
        Parties agree that Admiralty and AMO are still bound by the Ship’s loan
        agreements of March 31, 2004 (the $128,950.83 "Promissory Note with GHC"),
        March
        31, 2004 (the $150,000 “Promissory Note with Cytacki”), October 26, 2004 (the
        $50,000 “Promissory Note #2004-4 with Cytacki”), which, unless specifically
        modified herein, remain in full force and effect; 

       

         NOW,
        THEREFORE,
        in
        consideration of mutual covenants and agreements contained herein, the Parties
        hereto, intending to be legally bound, do hereby covenant and agree as follows:
        

       

      
        	1.  	
                Dismissals
                  with Prejudice.
                  Cytacki and GHC hereby agree to dismiss with prejudice any and
                  all claims
                  in or pertaining to the Action. ADMH, Admiralty, and AMO hereby
                  agree to
                  dismiss with prejudice any and all counterclaims in or pertaining
                  to the
                  Action. ADMH, Admiralty, and AMO, and, Cytacki and GHC each agree
                  to sign
                  a forgiveness of all notes between the parties and attached hereto
                  as
                  Exhibit
                  "A"
                  within 24 hours after Cytacki 's receipt of the Ship’s title, in lieu
                  of judicial foreclosure, as required by Paragraph 3(c)
                  below.

              


      

       

      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      

       Payment
        by ADMH, Admiralty, and AMO.
        ADMH,
        Admiralty, and AMO, by giving this Ship’s Quitclaim
        Title,
        agree
        to settlement of the following notes, plus all accrued interest thereon:
        the
        $128,950.83 Promissory Note with GHC, the $150,000 Promissory Note with Cytacki,
        and the $50,000 Promissory Note #2004-4 with Cytacki.

       

      
        	2.  	
                Delivery
                  of Quitclaim Title to the Ship.
                  AMO agrees to transfer to Cytacki title to and possession of the
                  Ship as
                  described below: 

              


      

       

              (a)  ADMH,
        Admiralty, and AMO represent and warrant that Schedule B is the list of
        Promissory Notes given by ADMH (formerly Ruby Mining Company) in favor Cytacki
        and GHC as of the Effective Date of ratification by the Board of Directors
        of
        ADMH, including but not limited to, all rights of Security Interest in,
        possession of and ownership to have and to hold the Disputed Ship as they
        see
        fit. 

       

              (b)  Simultaneously
        with the execution of this Agreement, Cytacki and GHC agree that Cytacki
        shall
        be the lead creditor to the Action and the Quitclaim Title to the Ship shall
        be
        in Cytacki’s name only. Cytacki and GHC further agree that they will settle
        between themselves the disposition of the Ship as Affiliates and both stipulate
        receipt of the Ship as though both received same to settle this Action and
        the
        notes referenced above shall be deemed satisfied by transfer to said title
        to
        the Ship. 

       

              (c)  Within
        five (5) days of the filing of the execution of this Agreement, AMO shall
        issue and deliver to Cytacki the Quitclaim Title to the Ship as of the effective
        date of this Agreement, such Title to be evidenced by such documentation
        as shll
        be commercially reasonable for transfers of oceangoing vessels. 

       

              (d)   Cytacki
        and GHC agree to give ADMH a receipt that all Promissory Notes recited in
        Section 1. have been paid in full along with all past and present accrued
        interest as of the effective date of this Agreement. 

       

              (e)  Definitions:
        

       

      i. "Affiliate"
        shall mean a person or entity that directly or indirectly through one or
        more
        intermediaries, controls, or is controlled by, or is under common control
        with,
        the person or entity specified. 

       

      ii.
        “Standing”. The
        ability of a person to assert an interest in seized or forfeited property.
        A
        legal concept that a person has an ownership or possessory interest in property
        so as to exercise dominion and control over it. A person with standing may
        contest a forfeiture action. 

       

      iii. “Wasting
        Asset”. Property
        whose value may diminish after the time of its seizure so that an interlocutory
        sale may be justified, or that has so diminished in value that forfeiture
        is no
        longer practicable. For example, realty in general; livestock; a business
        operating under state or local licensing requirements where seizure may result
        in suspension or revocation of the license; and cars, planes, or boats that
        are
        expensive to maintain.

      


      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

       

      
        	3.  	
                Security
                  Interest:
                  This is to acknowledge that, in the event the transfer of title
                  contemplated herein shall be decalred null and void for any reason,
                  then
                  the security interest in the Ship of Cytacki and GHC shall in all
                  respects
                  be reinstated and they shall have a first priority lien and security
                  interest in the Ship.  

              


      

       

      
        	4.  	
                Ownership
                  of Ship.
                  

              


         

      

              (a).  ADMH,
        Admiralty, and AMO hereby acknowledge and agree that Cytacki now and henceforth
        owns all right, title and interest in and to, and controls and is entitled
        to
        possession of the Ship and any goodwill in connection therewith. 

       

              (b).  After
        the Effective date of this Agreement, ADMH, Admiralty, and AMO shall not
        take
        any action with respect to the Ship that interferes in any respect with any
        licensing or similar agreement entered into Cytacki or a work contract of
        the
        Ship from ADMH, Admiralty, and AMO, either on, before or after the date hereof.
        

       

              (c).  ADMH,
        Admiralty, and AMO hereby waive any and all rights to make any claim of any
        type
        whatsoever with respect to the Ship. 

       

              (d).  ADMH,
        Admiralty, and AMO shall withdraw and terminate any existing oppositions,
        revocations, and nullity actions and any other legal actions, if any, and
        shall
        not take any future actions challenging the validity of the ownership of
        the
        Ship by Cytacki and GHC. 

       

      
        
          	5.  	
                  Limited
                    Covenant Not to Sue.
                    Cytacki and Affiliates, and its successors-in-interest to the
                    Ship, agree
                    to not seek to enforce their rights under the loans referenced
                    above
                    against ADMH, Admiralty, and AMO, or its successors-in-interest,
                    or to not
                    seek damages from ADMH, Admiralty, and AMO, successors-in-interest
                    for
                    past, present or future rights to the Ship, other than for any
                    activities
                    involving agreements which may be entered into in the future
                    between the
                    Parties. 

                


           

          
            
              	6.  	
                      Release
                        of Claims and Reservation of Rights.
                        

                    


               

            

          

        

      

              (a).  ADMH,
        Admiralty, and AMO, for themselves and their agents, successors, assigns,
        representatives, officers, directors, shareholders, employees, agents,
        Affiliates, partners, predecessors, successors, heirs, executors, and attorneys,
        hereby release and discharge Cytacki and Affiliates, and agents, successors,
        assigns, representatives, officers, directors, shareholders, employees, agents,
        Affiliates, partners, predecessors, successors, heirs, executors, and attorneys,
        from any and all from any and all known and unknown claims, demands, sums
        of
        money, actions, rights, causes of action, debts, obligations, costs, expenses,
        attorney's fees, damages, and liabilities whatsoever, relating to the Ship
        and
        giving rise to the Action

       

              (b).  Cytacki
        and Affiliate, for itself and agents, successors, assigns, representatives,
        officers, directors, shareholders, employees, agents, Affiliates, partners,
        predecessors, successors, heirs, executors, and attorneys, hereby release
        and
        discharge ADMH, Admiralty, and AMO, and their respective agents, successors,
        assigns, representatives, officers, directors, shareholders, employees,
        agents, Affiliates,
        partners, predecessors, successors, heirs, executors, and attorneys, from
        any
        and all known and unknown claims, demands, sums of money, actions, rights,
        causes of action, debts, obligations, costs, expenses, attorney's fees, damages,
        and liabilities whatsoever relating to the Ship and giving rise to the
        Action.

       

              (c).  Notwithstanding
        anything in this Agreement to the contrary, no other waivers, releases, or
        licenses (either expressed or implied), to other Ship’s rights (other than Ship)
        are provided herein. The parties further agree that they are reserving their
        rights to assert their own business interest and or intellectual property
        against each other (other than as provided in the Releases and the Covenant
        Not
        to Sue) 

       

      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

         

      

      
        
          	7.  	
                  Risk
                    of Liquidation.
                    The Parties acknowledge that, in agreeing as part of the settlement
                    and
                    dismissal of the Action to dismiss its Action with prejudice,
                    Cytacki and
                    Affiliate are taking the risk that ADMH, Admiralty, and AMO will
                    (i) liquidate, wind up or dissolve (or suffer any liquidation, windup
                    or dissolution), (ii) suspend operations other than in the ordinary
                    course of business, (iii) be unable to generally pay its debts
                    (including its payrolls) as such debts become due, (iv) make a
                    general assignment for the benefit of creditors; (v) file a
                    voluntary petition in bankruptcy or a petition or answer seeking
                    reorganization, to effect a plan or other arrangement with creditors
                    or
                    any other relief under the Bankruptcy Code or under any other
                    state or
                    federal law relating to bankruptcy or reorganization granting
                    relief to
                    debtors, or (vi) be adjudicated a bankrupt, or shall make an
                    assignment for the benefit of creditors, or shall apply for or
                    consent to
                    the appointment of any custodian, receiver or trustee for all
                    or any
                    substantial part of ADMH, Admiralty, and AMO property. In the
                    event that
                    ADMH, Admiralty, and AMO challenge the applicability of this
                    provision or
                    if this provision is held to be void and unenforceable for any
                    reason,
                    Cytacki and Affiliate shall be entitled to any and all other
                    damages and
                    remedies otherwise provided at law, including attorneys' fees.
                    

                


           

          
            
              	8.  	
                      Consideration.
                        This Agreement, and the releases given herein, and the dismissals
                        referenced herein, are supported by the mutual promises and
                        covenants
                        contained in this Agreement, and in the other agreements
                        referenced
                        herein, which the Parties agree constitute good and valuable
                        consideration. 

                    


               

              
                
                  	9.  	
                          Own
                            Costs.
                            Each party shall bear its own costs and expenses, including
                            attorney's
                            fees, in connection with the Action and the negotiation
                            and execution of
                            this Agreement. 

                        


                   

                

              

            

          

        

      

      
        
          	10.  	
                  Entire
                    Agreement.
                    This Agreement and the agreements referenced herein are the entire
                    agreements among the parties here/thereto with respect to the
                    subject
                    matter(s) here/thereof, and they supersede all prior and contemporaneous
                    oral and written agreements and discussions between/among such
                    parties
                    with respect to such matter(s). Agreement, the terms of this
                    Agreement
                    shall apply. This Agreement may be amended only by an agreement
                    in
                    writing, signed by each of the signatories to this Agreement.
                    

                


           

          
            
              	11.  	
                      Not
                        Severable.
                        The terms and conditions of this Agreement are not severable.
                        However, if
                        any provision of this Agreement is held by a court of competent
                        jurisdiction to be unenforceable or contrary to law, it shall
                        be modified
                        where practicable to the extent necessary so as to be enforceable
                        (giving
                        effect to the intention of the Parties) and the remaining
                        provisions of
                        this Agreement shall not be affected.


                    


               

              
                
                  
                  

                

                
                  -
                    5
                    -

                  
                    

                  

                

                
                  
                  

                

                 

              

            

          

        

      

      
        
          
            	12.  	
                    Warranties.
                      As a condition of this Agreement, each of the Parties represents
                      and
                      warrants to each of the other Parties hereto that there has
                      been no
                      assignment, conveyance or transfer or purported assignment,
                      transfer or
                      conveyance by it of any interest in any of the Released Claims.
                      Further,
                      each of the Parties represents and warrants that it is the
                      sole owner and
                      party-in-interest regarding its respective released claims.
                      In the event
                      that any claim or demand should be made or litigation instituted
                      against
                      any Party or Parties arising out of or with respect to the
                      Released
                      Claims, the Party or Parties in breach of the foregoing representation
                      and
                      warranty shall indemnify and hold the other Party or Parties
                      harmless from
                      and against such claim, demand or litigation, including all
                      attorneys'
                      fees and costs incurred with respect to such matters.
                      

                  


             

          

        

      

      
        
          
            
              	13.  	
                      Transfer
                        of Ship.
                        Any transfer of ownership (other than by maritime licenses)
                        of the Ship by
                        AMO shall be subject to ADMH, Admiralty, and AMO obligations
                        to Cytacki
                        and Affiliate set forth in this Agreement.
                        

                    


               

              
                
                  
                    
                      
                        	14.  	
                                Settlement
                                  Not an Admission.
                                  Settlement of the Action, including all negotiations
                                  leading to the
                                  settlement, the payment of consideration therefore,
                                  the contents of this
                                  Agreement and any documents executed in connection
                                  herewith are not
                                  intended to constitute and shall not constitute
                                  any admission or
                                  concession of any kind. 

                              


                         

                        
                          
                            
                              
                                
                                  
                                    	15.  	
                                            Attorney's
                                              Fees.
                                              Should any dispute arise between the
                                              parties hereto or their legal
                                              representatives, successors and assigns
                                              concerning any provision of this
                                              Agreement or the rights and duties
                                              of any person in relation thereto,
                                              the
                                              party prevailing in such dispute shall
                                              be entitled, in addition to any
                                              other relief that may be granted, to
                                              recover attorneys' fees and legal
                                              costs in connection with such dispute.
                                              

                                          


                                     

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    	16.  	
                            Successors
                              and Assigns.
                              This Agreement shall be binding upon and inure to the
                              benefit of the
                              respective successors, assigns and legal representatives
                              of the Parties
                              hereto. Nothing in this Agreement, express or implied,
                              is intended to
                              confer upon any person other than the Parties hereto,
                              or their respective
                              successors, heirs and assigns, any rights or benefits
                              under or by reason
                              of this Agreement. 

                          


                     

                    
                      
                        
                          
                            
                              
                                
                                  
                                    	17.  	
                                            Governing
                                              Law.
                                              This Agreement shall be governed and
                                              construed under applicable federal
                                              law, including the law of admiralty
                                              and maritime, as applicable, and the
                                              laws of the State of Georgia, excluding
                                              any conflict of law provisions.
                                              Each party irrevocably consents to
                                              the exclusive personal jurisdiction
                                              of
                                              the federal and state courts located
                                              in Douglasville or Douglas County,
                                              Georgia, as applicable, for any matter
                                              arising out of or relating to this
                                              Settlement Agreement. 

                                          


                                     

                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	18.  	
                                                              Execution
                                                                and Counterparts.
                                                                This Agreement may
                                                                be executed in any
                                                                number of original
                                                                counterparts. Any
                                                                such counterpart,
                                                                when executed, shall
                                                                constitute an original
                                                                of this
                                                                Agreement, and all
                                                                such counterparts
                                                                together shall constitute
                                                                one and the
                                                                same Agreement. However,
                                                                this Agreement will
                                                                not be deemed effective
                                                                until
                                                                each Party has executed
                                                                at least one original
                                                                counterpart of this
                                                                Agreement. True and
                                                                correct copies may
                                                                be used in lieu of
                                                                the original. A
                                                                facsimile signature
                                                                shall be deemed to
                                                                constitute an effective
                                                                signature
                                                                hereunder, provided
                                                                that any Party submitting
                                                                a facsimile signature
                                                                shall
                                                                immediately provide
                                                                each other Party
                                                                with an original
                                                                signature via
                                                                overnight delivery.


                                                            


                                                       

                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	19.  	
                                                                                  Further
                                                                                    Assurances.
                                                                                    The
                                                                                    Parties
                                                                                    hereby
                                                                                    agree
                                                                                    to
                                                                                    execute
                                                                                    such
                                                                                    further
                                                                                    documents
                                                                                    or
                                                                                    instruments
                                                                                    as
                                                                                    may
                                                                                    be
                                                                                    reasonably
                                                                                    necessary
                                                                                    or
                                                                                    appropriate
                                                                                    to
                                                                                    carry
                                                                                    out
                                                                                    the
                                                                                    intention
                                                                                    of
                                                                                    this
                                                                                    Agreement.


                                                                                


                                                                           

                                                                          
                                                                            
                                                                              
                                                                              

                                                                            

                                                                            
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              IN
        WITNESS WHEREOF,
        the
        parties hereto have duly executed this Agreement as of the date first above
        written. 

       

      
        	
                 

              	
                 

              	
                WALTER
                  S. CYTACKI

              
	
                 

                 

              	
                 

                 

              	
                 

                By:

              	
                 

                 

                 

                  

                

                Name:
                  Walter S. Cytacki

                Title:

              
	
                 

                 

              	
                 

                 

              	
                 

                ADMIRALTY
                  MARINE OPERATIONS, LTD.

              
	
                 

                 

              	
                 

                 

              	
                 

                By:

              	
                 

                 

                
                  

                

                Name:
                  Murray D. Bradley, Jr.

                Title:
                  President 

              
	 	 	 	 
	
                 

                 

              	
                 

                 

              	
                 

                ADMIRALTY
                  CORPORATION

              
	
                 

                 

              	
                 

                 

              	
                 

                By:

              	
                 

                 

                
                  

                

                Name:
                  Murray D. Bradley, Jr.

                Title:
                  Sr. V.P., Secretary and Treasurer

              
	
                 

                 

              	
                 

                 

              	
                 

                ADMIRALTY
                  HOLDING COMPANY

              
	
                 

                 

              	
                 

                 

              	
                 

                By:

              	
                 

                 

                
                  

                

                Name:
                  Murray D. Bradley, Jr.

                Title:
                  Secretary and CFO

              
	 	 	 	 
	
                 

                 

              	
                 

                 

              	
                 

                G.
                  HOWARD COLLINGWOOD

              
	
                 

                 

              	
                 

                 

              	
                 

                By:

              	
                 

                 

                
                  

                

                G.
                  Howard Collingwood

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      
        
          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

        

      

      
                       

          

            

              
                	
                        Exhibit
                          A

                      
	
                         

                      
	
                         

                      
	
                        PROMISSORY
                          NOTE HOLDERS

                      


              

            

            


            
              	
                      $128,950.83
                        Promissory Note - dated March 31, 2004

                    
	
                      G.
                        Howard Collingwood

                    	
                      404-433-5272

                    
	
                      104
                        Rideoutte Point Road

                    	
                       

                    
	
                      Irmo,
                        SC 29063 

                    	
                       

                    


            

            


            
              	
                      $150,000
                        Promissory Note - dated March 31, 2004

                    
	
                      Walter
                        S. Cytacki

                    	
                      313-842-8040

                    
	
                      P.O.
                        Box 18247

                    	
                       

                    
	
                      225
                        Marion Street 

                    	
                       

                    
	
                      River
                        Rouge, MI 48218 

                    	
                       

                    


            

            


            


            
              	
                      $50,000
                        Promissory Note - dated September 27, 2004

                    
	
                      Walter
                        S. Cytacki

                    	
                      313-842-8040

                    
	
                      P.O.
                        Box 18247

                    	
                       

                    
	
                      225
                        Marion Street 

                    	
                       

                    
	
                      River
                        Rouge, MI 48218

                    	
                       

                    


            

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

             

            
              


              


              
                
                  
                  

                

                
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                    8
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                              QUITCLAIM
                                TITLE

                               

                               

                              THIS
                                QUITCLAIM TITLE, Executed this ____ day of __________________,
                                2007, by
                                first party, Admiralty
                                Marine Operations, Limited, whose
                                post office address is 3318
                                Hwy. 5, No.
                                504, Douglasville, GA 30135-2600,

                               

                              to
                                second party, Walter
                                S. Cytacki, whose
                                post office address is P.O.
                                Box 18247, 225 Marion Street; River Rouge, MI 48218
                                .

                               

                              WITNESSETH,
                                That the said first party, for good consideration
                                and for the sum of
                                $10
                                and the cancellation of certain Promissory Notes
                                outlined in the
                                Settlement Agreement between the parties dated April
                                10,
                                2006,
                                paid by the said second party, the receipt whereof
                                is hereby acknowledged,
                                does hereby remise, release and quitclaim unto the
                                said second party
                                forever, all the right, title, interest and claim
                                which the said first
                                party has in and to the following described ship,
New
                                World Legacy, IMO No. 9203978, Port of registry,
                                Montego Bay, Jamaica,
                                West Indies, Official No. and call sign, 6YRC2 and
                                improvements and appurtenances there o registered
                                in the Country of
                                Jamaica, and owed by Admiralty Marine Operations,
                                Ltd., (a wholly owned
                                subsidiary of Admiralty Holding Company), whose offices
                                are located in the
                                County of Douglas, State of Georgia , to wit:

                               

                              IN
                                WITNESS WHEREOF, The said first party has signed
                                and sealed these presents
                                the day and year first above written.

                               

                              Signed,
                                sealed and delivered in presence of:

                               

                              ____________________________    
                                ______________________________

                              Witness                                                   First
                                Party:
                                Admiralty Marine Operations, Ltd.

                                                    
By:
                                Murray D.
                                Bradley, Jr., President

                               

                               

                              ____________________________    
                                ______________________________

                              Witness                  Second
                                Party:
                                Walter S. Cytacki

                               

                              STATE
                                OF           
                                }

                              COUNTY
                                OF       }

                               

                              On________________________________before
                                me,__________________________, personally
                                appeared___________________________________________________,
                                personally
                                known to me (or proved to me on the basis of satisfactory
                                evidence) to be
                                the person(s) whose name(s) is/are subscribed to
                                the within instrument and
                                acknowledged to me that he/she/they executed the
                                same in his/her/their
                                authorized capacity(ies), and that by his/her/their
                                signature(s) on the
                                instrument the person(s), or the entity upon behalf
                                of which the person(s)
                                acted, executed the instrument.

                               

                              WITNESS
                                my hand and official seal.

                               

                               

                              _____________________________

                              Signature

                               

                               

                              Affiant:
                                _____Known _____Unknown

                               

                              ID
                                Produced: __________________________

                               

                              [Seal]