SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

Exhibit 10.1

SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE

RECITALS

A.       WHEREAS, LJCI and the Sellers entered into that certain Stock Sale Agreement dated as of March 29, 2006, as amended (the “Sale Agreement”);

B.        WHEREAS, LJCI currently owes to the Sellers $50,000 (the “Outstanding Stock Payment”) under the terms of the Sale Agreement;

C.        WHEREAS, LJCI and the Company are parties to that certain Securities Purchase Agreement dated as of May 30, 2006 (the “Purchase Agreement”);

D.        WHEREAS, LJCI and the Company are also parties to that certain Warrant to Purchase Common Stock issued as of May 30, 2006, as amended by that certain Addendum to Warrant to Purchase Common Stock dated as of June 9, 2006 (the “Addendum”) (collectively, the “Warrant”, together with the Purchase Agreement, the “Transaction Documents”);

E.        WHEREAS, LJCI advanced an aggregate of $50,000 (the “Warrant Payment”) to the Company under the Transaction Documents, the entire portion of which remains outstanding;

F.        WHEREAS, a dispute has arisen regarding the disposition of the Outstanding Stock Payment and the Warrant Payment; and

G.        WHEREAS, the Parties now wish to reach a final resolution of the obligations, rights and duties between them.

NOW, THEREFORE, in consideration of the mutual promises made herein, the Parties agree as follows:

AGREEMENT

1.            Recitals :   The Recitals set forth above are an integral part of this Agreement, and shall be used in any interpretation of this Agreement.

2.            Consideration :  As satisfaction of the obligations remaining between the Parties under the Sale Agreement, the Transaction Documents and related transactions and in exchange for the releases granted herein, the Sellers hereby jointly and severally unconditionally, and

without representation or warranty, relinquish and terminate any claim, right, title and interest to the Outstanding Stock Payment or any other claim, right, title or interest whatsoever pursuant to the Sale Agreement and related transactions and LJCI hereby unconditionally, and without representation or warranty, relinquishes and terminates any claim, right, title and interest to the Warrant Payment or any other claim, right, title or interest whatsoever pursuant to the Sale Agreement, Transaction Documents, and related transactions.

3.            Mutual Releases:

(a)         Effective upon execution of this Agreement and except as to obligations created herein, LJCI, for itself and its past and present shareholders, officers, employees, predecessors-in-interest, successors in-interest, assigns, administrators, parent company, sister-company, and representatives, hereby fully releases, remises, acquits and forever discharges each Seller, each of such Seller’s predecessors, assigns, heirs, executors, administrators and representatives, from any and all claims, demands, actions, losses, judgments, debts, covenants, executions, liabilities, obligations and expenses of any kind or nature arising out of any acts, omissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to or described in the Sale Agreement, the Transaction Documents and the underlying related transactions, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and whether accrued or hereafter maturing.

(b)         Effective upon execution of this Agreement and except as to obligations created herein, LJCI, for itself and its past and present shareholders, officers, employees, predecessors-in-interest, successors in-interest, assigns, administrators, parent company, sister-company, and representatives, hereby fully releases, remises, acquits and forever discharges the Company, and its affiliates, predecessors and successors, together with its past and present officers, directors, shareholders, representatives, employees, consultants, attorneys, fiduciaries, and assigns, from any and all claims, demands, actions, losses, judgments, debts, covenants, executions, liabilities, obligations and expenses of any kind or nature arising out of any acts, omissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to or described in the Sale Agreement, the Transaction Documents and the underlying related transactions, whether or not now known or suspected or claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and whether accrued or hereafter maturing.

(c)         Effective upon execution of this Agreement and except as to obligations created herein, each of the Sellers, for themselves and their respective predecessors, assigns, heirs, executors, administrators and representatives, hereby fully releases, remises, acquits and forever discharges LJCI and its affiliates, predecessors and successors, together with its past and present officers, directors, shareholders, representatives, employees, consultants, attorneys, fiduciaries, and assigns from any and all claims, demands, actions, losses, judgments, debts, covenants, executions, liabilities, obligations and expenses of any kind or nature arising out of any acts, omissions, liabilities, transactions, transfers, happenings, violations, promises, facts or circumstances arising out of, related to or described in the Sale Agreement, the Transaction Documents and the underlying related transactions, whether or not now known or suspected or

claimed, whether in law, admiralty, arbitration, administrative, equity or otherwise, and whether accrued or hereafter maturing.

(d)         Effective upon execution of this Agreement and except as to obligations created herein, the Company, for itself and its past and present shareholders, officers, employees, predecessors-in-interest, successors in-interest, assigns, administrators, parent company, sister-company, and representatives, hereby fully releases, remises, acquits and forever discharges LJCI and its affiliates, predecessors and successors, together with its past and present officers, directors, shareholders, representatives, employees, consultants, attorneys, fiduciaries, and assigns, from any and all claims, demands, actions, losses, judgments, debts, covenants, executions, l