GENERAL RELEASE AND SETTLEMENT AGREEMENT

I. RECITALS

        Plaintiffs, acting pro se, filed an action in the United States District Court for the District of Colorado styled: Karen Dudnikov, a/k/a Tabberone, Michael Meadors, Pro Se Plaintiffs, v. Vittoria North America, L.L.C., an Oklahoma Corporation, d/b/a Bikemine, Defendant, Civil Action Number 03-D-2299 (hereafter Lawsuit).

VNA has denied and continues to deny any and all liability for damages claimed by Plaintiffs in the Lawsuit. Although each party continues to dispute the claims of the other, all parties are desirous of settling their differences by executing this General Release and Settlement Agreement and neither party admits wrongdoing.

II. AGREEMENT

        In consideration of the payment of One Thousand Dollars ($1,000.00) from VNA to the Plaintiffs and Plaintiffs dismissal of the Lawsuit, the parties agree as follows:

        1. VNA will instruct eBay to remove any negative record for Tabberone as a result of the suspended eBay auction. The form of this request is to also indicate to eBay that the auction was suspended in error and that any black marks against the record of Tabberone are to be removed.

        2. VNA agrees that use of the name Vittoria to advertise or identify products manufactured by VNA will not be considered infringement unless: (a) person(s) using it create the impression of sponsorship by VNA; (b) person(s) using it create the impression that the item(s) is a licensed VNA product; (c) the name and/or product is used in a manner that is likely to cause confusion as to source with VNA; or (d) the advertisement otherwise violates federal and/or state law including, but not limited to, trademark law.

        3. VNA agrees that should it become necessary to consider suspending auctions for suspected trademark infringement or copyright infringement in the future, VNA will make reasonable efforts to first make reasonable attempts to ascertain the origin and manufacture of these products and to make reasonable attempts to respond to inquiries of cancelled sellers to answer questions concerning those suspensions.

        4. VNA agrees to review previous suspensions of auctions on eBay by VNA if VNA is contacted by the party whose auction was terminated. If so contacted, VNA will take reasonable steps to ensure that the previous suspensions were proper.

        5. VNA agrees that unless there is a reasonable belief that Vittoria parts being offered at auctions on eBay are gray market goods, are non-genuine goods or otherwise violate the trademark rights of VNA, VNA will not terminate the auction.

        6. VNA will pay Plaintiffs the total sum of One Thousand Dollars ($1,000.00) to reimburse Plaintiffs for their expenses and to otherwise settle all pending claims between the parties including, but not limited to, those claims set forth in the Lawsuit.

        7. Upon receipt of a signed acceptance of this agreement and the payment of One Thousand Dollars ($1,000.00), Plaintiffs will immediately dismiss with prejudice the Lawsuit and respective claims and will send VNA and their counsel a conformed copy of the dismissal.

III. RELEASE

        In consideration of the foregoing, Plaintiffs and their respective heirs, successors and assigns, agents and representatives, hereby release, remise and forever discharge VNA and its respective heirs, successors and assigns, agents and representatives, predecessors in interest, successors in interest, present and former parent corporations, subsidiaries, divisions, affiliates, all of their present or former directors, officers, shareholders, agents, employees, representatives, counselors, insurance carriers and any and all parties in privity with such individuals from any and all past, present and future liability, actions, causes of action, suits, claims, demands, damages, whether for compensatory or punitive damages or other damages, attorney's fees, losses or injuries to any person or property or both, costs, expenses and compensation, whether known or unknown, developed or undeveloped, arising from, resulting from or in any way connected with the incident in question in the Lawsuit.

        It is the intent of this agreement that payment by VNA to Plaintiffs shall be limited to the consideration set forth in this General Release and Settlement Agreement.

IV. ENTIRE AGREEMENT AND READING OF AGREEMENT

        Plaintiffs represent that no promise or condition not herein specifically set forth has been made to them and that they are fully aware of the terms of this General Release and Settlement Agreement. Plaintiffs agree that the payment described above constitutes the total compensation which will ever be paid to them and all persons whom they represent and herein act on behalf of by reason of the claims which have been made or may ever be made against VNA as a result of the incidents and the resulting Lawsuit.

        It is further agreed that this General Release and Settlement Agreement shall be final and binding upon all parties, their heirs, successors and assigns of whatever nature and description and that no claim, be it derivative or otherwise, may ever be made against VNA with respect to the matters covered by this General Release and Settlement Agreement.

        Plaintiffs hereby represent and warrant that they are the sole owners of all of the claims, rights, counts, causes of action, obligations, debts and demands which are intended to be released pursuant to this agreement and which are in fact released pursuant to this General Release and Settlement Agreement. Plaintiffs further warrant and represent that no portion of any such claim has been assigned, subrogated or otherwise transferred to any legal entity or person which claims or may claim a legal right thereunder as against VNA. Plaintiffs represent and warrant that this Settlement Agreement is personal to them and acknowledge that it is not assignable or transferable.

        Plaintiffs represent and warrant that they have carefully read this General Release and Settlement Agreement, have had the opportunity to consult with an attorney prior to the execution of this instrument, and that they fully understand the same and that the terms and provisions of this instrument are to be deemed contractual and not a mere recital.

V. AMENDMENTS

        No amendments or variations of the terms of this General Release and Settlement Agreement shall be valid unless made in writing and executed by all parties hereto.

VI. SEVERABILITY A finding of invalidity as to a provision or section of this General Release and Settlement Agreement shall void only that provision or section and no other, and this Agreement shall be construed as if the invalid provision or section thereof were not contained in this Agreement.

VII. FUTURE COOPERATION

        All parties shall agree to cooperate fully and to execute any and all supplemental documents and to take all additional actions it may be necessary or appropriate to give full force and effect to the terms and intent of this agreement.

VIII. EXECUTION

        This General Release and Settlement Agreement may be executed in duplicate counterparts, each of which shall be deemed an original.

  ______________________________
Karen Dudnikov, personally and on
behalf of Tabberone

Dated: _________________, 2003
Plaintiffs

______________________________
Michael Meadors

Dated: _________________, 2003

  ______________________________
Robert Wallar
Vittoria North America, L.L.C.
VNA
Dated: _________________, 2003