Exhibit 10.2



                          SETTLEMENT & WAIVER AGREEMENT

         THIS SETTLEMENT & WAIVER AGREEMENT ("Agreement"),  by and between Omega
Holdings,  Bahamas, Ltd., 201 Saffrey Square, P.O. Box N303, Bay Street and Bank
Lane,  Nassau,  Bahamas  ("Omega"),  and Light Management Group,  Inc., a Nevada
corporation  (the  "Company"),  (hereinafter  collectively  referred  to as  the
"Parties"),  is entered into this 1st day of March 2001, to settle the Company's
$1.6 million debt to Omega.

                                    RECITALS

         A.  Omega  paid  approximately  $1.6  million  to satisfy a debt of the
Company on or before September 1, 2000 (the "Debt");

         B. The  Company  desires  to settle  the Debt owed to Omega by  issuing
Omega shares of the Company's common stock.

         C. Based on recent  financing  attempts,  during which potential equity
investors  have noted resale  restrictions  and the OTC-BB listing and therefore
demanded 40-50% discounts to the prevailing market price of the Company's common
stock,  the board of directors  believes it to be in the Company's best interest
to discount the  prevailing  price of the Company's  common  stock,  which as of
February  28,  2001  closed  at $1.50,  by  42.5%.  Such  discount  reduces  the
applicable  price to be utilized in computing  the number of shares  required to
satisfy the Debt to $0.8625 per share,  thus requiring the issuance of 1,855,072
shares of the Company's common stock to resolve the Company Debt.

                                    AGREEMENT

         NOW, THEREFORE, based on the foregoing premises, which are incorporated
herein by this reference,  and for and in  consideration of the mutual covenants
and agreements  contained  herein,  and in reliance on the  representations  and
warranties  set forth in this  Agreement,  the benefits to be derived herein and
for other valuable  consideration,  the sufficiency of which is hereby expressly
acknowledged, the Parties agree as follows:

         1. The Company hereby agrees to repay the Debt by  immediately  issuing
Omega One Million  Eight Hundred  Fifty-five  Thousand  Seventy-two  (1,855,072)
shares of Common Stock (the "Common Shares").

         2. Omega agrees to waive and fully discharge the Debt upon the issuance
of the Common Shares in Omega's name.

         3. Omega and the Company  agree that the execution of the above actions
will cancel the Debt as heretofore is owed by the Company to Omega.




         IN WITNESSETH WHEREOF, the signatures below hereby evidence the Parties
execution of and satisfaction with this Settlement Agreement.

Light Management Group, Inc.                     Omega Holdings, Bahamas, Ltd.


/s/ Donald Iwacha                                /s/ Cristina Santos
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Dr. Donald Iwacha, President                     Cristina Santos, Directors