Unassociated Document


    SETTLEMENT
      AGREEMENT AND MUTUAL RELEASE 

     

    This
      Settlement Agreement and Mutual Release (the “Agreement”), dated April 9, 2007,
      is entered into by and between Joseph Visconti (“Visconti”) and Intra-Asia
      Entertainment Corp. (“Intra-Asia”). Visconti and Intra-Asia are sometimes
      collectively referred to as the “Parties.”

     

    Recitals

     

    On
      September 19, 2005, Visconti filed a lawsuit against Intra-Asia, entitled
Visconti
      v. Intra-Asia Entertainment Corp.,
      in the
      Circuit Court, 15th Judicial Circuit, Palm Beach County, Florida, Case No.
      50-2005-CA008900-XXXX-MB, and on June 16, 2006, Intra-Asia filed an answer
      and
      counterclaim against Visconti (collectively, the “Action”), with each party
      asserting claims arising out of the employment and/or consulting relationship
      between the Parties; 

     

    Intra-Asia
      and Visconti each explicitly deny all allegations of liability made by the
      other
      in the Action; 

     

    By
      entering into this Agreement, the Parties do not admit or confirm any of the
      claims, allegations, assertions or opinions of the claims against the Parties
      in
      the Action; and

     

    The
      Parties desire to completely and amicably resolve this dispute without further
      expense of time or money. 

     

    Agreement

     

    NOW
      THEREFORE, for and in consideration of the covenants and promises hereinafter
      set forth, and for good and valuable consideration, the sufficiency of which
      is
      acknowledged, the Parties agree as follows:

     

    1.  Exercise
      of Warrant.

     

    1(a). The
      Warrant and Assignment.
      On
      August 2, 2004, Intra-Asia issued a Stock Purchase Warrant to J. Stephen &
Company, Inc. (“JSC”) for the purchase of 1,600,000 shares of Intra-Asia common
      stock at the exercise price of Thirty Five ($0.35) Cents per share (the
“Warrant”). Visconti warrants that the assignment by JSC is valid and in
      compliance with the terms of the Warrant and duly authorized by the board of
      directors of JSC, and that no other person or entity has a right or interest
      in
      the Warrant. Copies of the Warrant and assignment are attached hereto and
      incorporated by reference herein.

     

    1(b). Notice
      and Exercise. Intra-Asia
      hereby acknowledges receipt of that certain Notice of Exercise of even date
      herewith (the “Notice”) pursuant to which Visconti has elected to fully exercise
      his rights in connection with the Warrant. Visconti has elected to exercise
      the
      Warrant pursuant to its net exercise provision which results the purchase by
      Visconti of a total of 851,337 shares of Intra-Asia common stock (the
“Settlement Shares”). Intra-Asia hereby accepts the notice of exercise and upon
      execution hereof shall immediately cause its transfer agent to issue the
      Settlement Shares to Visconti subject to the terms and conditions of Paragraph
      2
      of this Agreement. The Parties acknowledge and agree that upon delivery of
      the
      Settlement Shares to Visconti and the Escrow Agent (as defined below), the
      Warrant will have been fully exercised and shall terminate, and the parties
      shall have no further rights or obligations whatsoever in connection
      therewith.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    1(c). Consideration
      for Agreement as Payment of Exercise Price.
      No
      further payment of any kind whatsoever shall be due or payable from Visconti
      to
      Intra-Asia to exercise the Warrant. The Parties agree and acknowledge that
      the
      consideration given by Visconti to Intra-Asia in connection with this Agreement
      shall constitute payment in full of the Exercise Price set forth on the Warrant
      and any and all sums which may otherwise be due and payable from Visconti to
      Intra-Asia to exercise the Warrant. 

     

    2.  Share
      Escrow as Settlement Payment.
      Visconti and Intra-Asia shall deposit 351,337 of the Settlement Shares (the
      “Escrow Shares”) with a mutually acceptable third party escrow or broker (the
“Escrow Agent”). The Escrow Shares shall have a deemed value of Two Hundred
      Sixty Three Thousand Five Hundred and Three ($263,503) dollars (the “Settlement
      Amount”) based on a price of Seventy Five cents ($0.75) per share. Visconti
      shall deliver to the Escrow Agent irrevocable instructions to sell the Escrow
      Shares at the agent’s discretion and in an orderly fashion applying ordinary
      principles of best execution and to hold the proceeds thereof for the benefit
      of
      Intra-Asia. A copy of the Escrow Agreement is attached hereto. 

     

    3.  Dismissal
      of the Action.
      Within
      five (5) days following the deposit of the Escrow Shares with the Escrow Agent,
      the Parties shall file a Joint Notice of Voluntary Dismissal With Prejudice,
      pursuant to Rule 1.420(a)(1), Florida Rules of Civil Procedure, dismissing
      the
      action in its entirety. However, the Court shall retain jurisdiction over the
      Action for purposes of enforcing the settlement evidenced herein Each party
      shall bear its own costs of suit, including attorneys’ fees, incurred in the
      Action. This settlement is not dependent upon the court’s entering the
      dismissals specified above, but is immediately effective upon the signing of
      this Agreement by the Parties. 

     

    4.  Agreement
      Not an Admission.
      This
      Agreement and the terms set forth herein are not intended and shall not be
      construed as an admission that the Parties committed the acts complained of
      in
      the Action. This Agreement is solely a compromise in settlement of all claims
      arising from the Action.

     

    
      5.  Mutual
        General Releases Pursuant to Section 46.015, Florida Statutes.

    

     

    (a)  Upon
      receipt of the Settlement Shares Visconti, his agents, servants, employees,
      ,
      insurers, affiliates, and all other persons, firms, or corporations with whom
      or
      which any of them have been, are now, or may hereafter be affiliated, and any
      other person or entity claiming through them or on their behalf (collectively,
      “Visconti Releasors”), hereby release Intra-Asia, its agents, servants,
      employers, employees, , insurers, predecessors and successors-in-interest,
      assigns, directors, officers, members, managers, partners, parent corporations,
      subsidiaries, affiliates, and all other persons, firms, or corporations with
      whom or which any of them have been, are now, or may hereafter be affiliated,
      and any other person or entity acting on their behalf (collectively, “Intra-Asia
      Releasees”), of and from any and all claims, causes of action, losses, and
      liabilities, of any nature whatsoever, whether known or unknown, and whether
      arising under statute, contract (express, implied, or otherwise), in tort,
      equity, or any other theory of recovery, and whether for compensatory damages,
      penalty, or punitive damages, which Visconti now has, or may have ever had,
      including but not limited to, any claim in any way relating to or arising out
      of
      the following: (1) Visconti’s employment and/or consulting relationship
      (whether individually or through another entity) with Intra-Asia, (2) the
      Action; and (3) any and all acts and omissions alleged, or which could have
      been alleged, in the Action, provided however, that nothing in this Agreement
      shall be deemed to release any obligations arising under this Agreement.


     

    
      
        
        

      

      
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    (b)  Upon
      deposit of the Escrow Shares with the Escrow Agent, Intra-Asia, its agents,
      servants, employees, , insurers, predecessors and successors-in-interest,
      assigns, directors, officers, members, managers, partners, parent corporations,
      subsidiaries, affiliates, and all other persons, firms, or corporations with
      whom or which any of them have been, are now, or may hereafter be affiliated,
      and any other person or entity claiming through them or on their behalf
      (collectively, “Intra-Asia Releasors”), hereby releases Visconti, his agents,
      servants, , insurers, assigns, affiliates, and all other persons, firms, or
      corporations with whom they have been, are now, or may hereafter be affiliated,
      and any other person or entity acting on their behalf (collectively, “Visconti
      Releasees”), of and from any and all claims, causes of action, losses, and
      liabilities, of any nature whatsoever, whether known or unknown, and whether
      arising under statute, contract (express, implied, or otherwise), in tort,
      equity, or any other theory of recovery, and whether for compensatory damages,
      penalty, or punitive damages, which Intra-Asia now has, or may have ever had,
      including but not limited to, any claim in any way relating to or arising out
      of
      the following: (1) Visconti’s employment and/or consulting relationship
      (whether individually or through another entity) with Intra-Asia, (2) the
      Action; and (3) any and all acts and omissions alleged, or which could have
      been alleged, in the Action, provided however, that nothing in this Agreement
      shall be deemed to release any obligations arising under this Agreement.


     

    6.  Release
      as Defense to Action.
      Visconti and Intra-Asia agree that this Agreement may be treated as a defense
      to
      any action or proceeding that may be brought by Visconti and/or Intra-Asia
      on
      their behalf and shall be a complete bar to the commencement or prosecution
      of
      any action or proceeding against Visconti and/or Intra-Asia on account of the
      damages allegedly sustained by Visconti and/or Intra-Asia based on the
      allegations made in the Action. 

     

    7.  Waiver
      of Section 1542.
      The
      Visconti Releasors and Intra-Asia Releasors hereby expressly waive all rights
      under Section 1542 of the Civil Code of the State of California, which provides
      as follows: 

     

    A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in his or her favor at the time of executing the release, which if known
      by him or her must have materially affected his or her settlement with the
      debtor. 

     

    The
      Parties to this Agreement hereby waive and relinquish every right or benefit
      which they have or may have under Section 1542 of the Civil Code to the full
      extent that they may lawfully waive such right or benefit pertaining to the
      subject matter of this Agreement. In connection with such waiver and
      relinquishment, each party acknowledges that it is aware that it may later
      discover facts in addition to, or different from, those which it knows or
      believes to be true with respect to the subject matter of this Agreement, but
      that it is its intention to fully, finally, and forever settle and release
      all
      matters set forth herein. The release given by this Agreement shall be and
      remain in effect as a full and complete release notwithstanding the discovery
      or
      existence of any such additional or different facts.

     

    
      
        
        

      

      
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    8.  Representations
      and Warranties.
      The
      Parties warrant and represent that no other person or entity has or has had
      any
      interest in the rights, claims, demands, obligations or causes of action being
      assigned or released in this Agreement; that they have the sole right and
      exclusive authority to execute this Agreement; and that they have not sold,
      assigned, transferred, conveyed or otherwise disposed of any of the rights,
      claims, demands, obligations or causes of actions referred to in this
      Agreement.

     

    9.  No
      Shorting.Visconti
      agrees that he will not create a, or continue any existing, short position
      in
      Intra-Asia’s Common Stock or employ any other device designed to adversely
      affect the trading price of the Common Stock. 

     

    10.  No
      Admission of Merits.
      The
      Parties agree and acknowledge that the consideration specified in this Agreement
      is given as a full and complete compromise of matters involving disputed issues;
      that neither the consideration provided or exchanged, nor the negotiations
      for
      this Agreement shall be considered admissions; and that no past or present
      wrongdoing or liability on the part of any Party shall be implied by such
      exchange of consideration or negotiations.

     

    11.  Non-disparagement.
      The
      Parties agree not to disparage the each other and agree not to engage in any
      conduct that reasonably could damage the reputation of the other. Each Party
      represents that it has not disparaged the other nor engaged in any other conduct
      that reasonably could damage the reputation of the other. 

    


    12.  Confidentiality.
      The
      Parties represent and warrant that they have not disclosed and will not disclose
      the terms and conditions of this Agreement to any third parties except (i)
      to
      their accountants, auditors, insurance companies, and attorneys, provided such
      persons are informed of this confidentiality requirement; (ii) to their
      officers, directors and employees in the regular course of business on a “need
      to know” basis; (iii) as required by applicable securities laws; (iv) to state
      and federal taxing authorities; (v) as legally required by applicable law;
      (vi)
      upon the written consent of the other parties; (vii) as compelled by a lawful
      subpoena or court order issued by a court of competent jurisdiction; or (viii)
      if necessary to enforce this Agreement. The Parties agree that a breach of
      this
      paragraph will not cause, or result in, a rescission of this Agreement but
      instead will subject the breaching Party or Parties to a claim for damages
      and/or injunctive relief. The Parties acknowledge and agree that damages may
      be
      recoverable, but that damages alone will not be adequate relief in the event
      this paragraph is breached.

    


    13.  Judgment.
      The
      Parties agree that no judgment has been entered in the Action and that in light
      of this Agreement no judgment shall be entered. 

     

    
      
        
        

      

      
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    14.  Attorneys’
      Fees.
      In the
      event that any action is brought to interpret or enforce the terms of this
      Agreement, the prevailing Party or Parties shall be entitled to reasonable
      attorneys’ fees and costs in addition to all other relief to which that Party or
      those Parties may be entitled.

     

    15.  Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their respective agents, servants, employees, contractors, subcontractors,
      attorneys, insurers, predecessors and successors in interest, assigns,
      directors, officers, members, managers, partners, parent corporations,
      subsidiaries, affiliates, and all other persons, firms, or corporations with
      whom or which any of them have been, are now, or may hereafter be
      affiliated.

     

    16.  Controlling
      Law, Jurisdiction, and Venue.
      This
      Agreement shall be interpreted in accordance with and governed in all respects
      by the laws of the State of Florida without regard to any conflicts of laws
      rules or doctrine. In any proceeding involving, directly or indirectly, any
      matter arising out of or related to this Agreement or the relationship evidenced
      hereby or thereby, the parties hereby irrevocably submit to the exclusive
      jurisdiction of the Florida Circuit Court. Venue shall be appropriate only
      in
      the 15th Judicial Circuit, Palm Beach County, Florida and any claims that such
      Court constitutes an inconvenient forum are hereby irrevocably
      waived.

     

    17.  Severability.
      If any
      provision of this Agreement is held to be illegal, invalid or unenforceable
      under present or future laws effective during the term of this Agreement, such
      provision shall be fully severable.

     

    18.  Fair
      Interpretation.
      This
      Agreement is the product of negotiations between the Parties and their
      respective attorneys, and shall be given fair interpretation. Each of the
      Parties hereto expressly acknowledges and agrees that this Agreement shall
      be
      deemed to have been mutually prepared so that the rule of construction to the
      effect that ambiguities are to be resolved against the drafting Party shall
      not
      be employed in the interpretation of this Agreement. The releases herein are
      to
      be construed broadly so as to provide the broadest possible protection for
      the
      persons or entities hereby released.

     

    19.  Parties
      Advised by Counsel.
      The
      Parties represent and warrant to each other that they have been represented
      by
      counsel with respect to this Agreement and all matters covered by and relating
      to it, that they have been fully advised by such counsel with respect to their
      rights and with respect to the execution of this Agreement, and that such
      counsel are authorized and directed to take all action necessary to effect
      the
      purposes of this Agreement.

     

    20.  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the Parties, and it is
      expressly understood and agreed that this Agreement may not be altered, amended,
      modified, or otherwise changed in any respect or particular whatsoever, except
      by a writing duly executed by the Parties, or their authorized representatives,
      and the Parties acknowledge and agree that none of them will make any claim
      at
      any time or place that this Agreement has been orally altered or modified in
      any
      respect whatsoever.

     

    21.  Authority
      to Enter Into Agreement.
      Each
      individual executing this Agreement on behalf of any Party hereto represents
      and
      warrants to the other Parties that such individual is authorized to enter into
      this Agreement on behalf of that Party and that this Agreement binds that
      Party.

     

    
      
        
        

      

      
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    22.  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      constitute a duplicate original, but all of which together shall constitute
      one
      and the same document. Any counterpart of this Agreement may be executed and
      delivered to any party via facsimile provided a manually executed counterpart
      is
      later delivered to the other parties. 

     

    23.  Effective
      Date.
      This
      Agreement shall not be binding or of any force or effect unless and until it
      is
      executed and delivered by all Parties. The effective date of this Agreement
      shall be the date it becomes executed and delivered by all Parties.


     

    24.  Cooperation.
      All
      Parties agree to cooperate fully and execute any and all supplementary documents
      and to take all additional actions which may be necessary or appropriate to
      give
      full force and effect to the basic terms and intent of this Agreement.


     

    25.  Prior
      Agreements Superseded.
      This
      Agreement supersedes any written or oral agreements, understandings, or
      communications, concerning the subject matter(s) of this Agreement.

     

    26.  Intent.
      It is
      the intent of the Parties to this Agreement that this Agreement shall be a
      full
      and final settlement agreement and mutual release pertaining to the Action
      and
      as specifically stated in the Agreement. 

     

     

    IN
      WITNESS WHEREOF, intending to be legally bound hereby, the parties hereto have
      executed and delivered this Agreement as of the date first written
      above.

     

    
      
        	
                Dated:

              	 	 	 
	 	 	 	
                Joseph
                  Visconti

              
	 	 	 	 
	
                Dated:

              	 	 	
                Intra-Asia
                  Entertainment Corp.

              
	 	 	 	
                By:

              	 
	 	 	 	
                Name:

              	 
	 	 	 	
                Its:

              	 


      

    

     

    
      
        
        

      

      
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