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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 w
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