MEDSTRONG INTERNATIONAL CORP
SETTLEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.18
<SEQUENCE>2
<FILENAME>b401143ex_10-18.txt
<DESCRIPTION>SETTLEMENT AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.18

                              SETTLEMENT AGREEMENT


                  SETTLEMENT AGREEMENT, dated the 19th day of September, 2004
("Agreement"), by and between MedStrong International Corporation, a Delaware
corporation, with offices at 350 Bedford Street, Suite 203, Stamford,
Connecticut 06901("MedStrong"), and Jerry R. Farrar/Cargril Acceptance
Corporation, of 734 Silver Spur Road, Suite 105, Rolling Hills Estates, CA 90274
("Farrar/Cargril"), MedStrong and Farrar/Cargril are sometimes referred to
herein as the "Parties", or individually as a "Party".

         WHEREAS, MedStrong and Farrar are parties to an Employment Agreement,
dated December 15, 2000 (the "Employment Agreement"); and

         WHEREAS, MedStrong has licensed MedStrong's Patient Data Quickly
("PDQ") software rights on an exclusive basis to Farrar and Cargril, pursuant to
a License Agreement, made as of April 1, 2004 (the "License Agreement"); and

         WHEREAS, MedStrong and Farrar have agreed that Farrar desires to resign
his employment ("Employment") as President, Chief Executive Officer and Acting
Chief Financial Officer of MedStrong; and


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         WHEREAS, the parties wish to provide for settlement of the obligations
of each respective Party to the other Party pursuant to the terms of this
Agreement; and

         WHEREAS, each of the Parties could attempt to assert claims against the
other party; and

         WHEREAS, the Parties desire to resolve all potential disputes with this
Settlement Agreement.

NOW, THEREFORE, in consideration of the agreements and covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, it is agreed by and between the parties as
follows:

         1.   Settlement of Obligation. The Parties shall make full settlement
of Farrar's Employment as follows:

              A.    Effective Date. The official date of termination of
                    Farrar's employment shall be the date the Board fully
                    accepts the Settlement Agreement.

              B.    Termination of Employment Agreement. The Employment
                    Agreement shall be terminated on the date the Board
                    fully accepts the Settlement Agreement, and MedStrong
                    shall have no further obligations, past, present or
                    future, to Farrar thereunder (including without
                    limitation, bonuses, stock options, medical or life
                    insurance, and expenses).

              C.    Resignation as Officer and Director. Farrar hereby
                    resigns, effective the date first set forth above, as
                    a member of the Board of Directors of MedStrong and
                    from all offices held by Farrar as an officer of
                    MedStrong.

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              D.    Amendment of License Agreement. The parties shall execute
                    the amendment to the License Agreement in the form attached
                    hereto as Exhibit A.

              E.    MedStrong reaffirms that this agreement excludes the
                    Resolution of MedStrong wherein it was unanimously agreed on
                    September 29, 2003 by the Board of Directors that MedStrong
                    indemnified Farrar against certain creditors of MedStrong
                    where he guaranteed payment, i.e. Metro Properties and
                    Capital One corporate credit card. The general release by
                    Farrar herein does not extend to these matters.

         2.   Settlement Subject to MedStrong Board of Directors Approval.

         This Agreement shall be subject to the approval of MedStrong's Board of
 Directors.

         3.   Representations and Warranties of Farrar.

              A.    Farrar has delivered all necessary financial information or
records to MedStrong's independent accountants and has delivered all other
corporate records in his possession or under his control to MedStrong.

              B.    Farrar understands that Michael Paige and Jackson &
Campbell, P.C. are acting as counsel for MedStrong with respect to the drafting
and negotiation of this Agreement and confirms that he is represented by
independent counsel with respect to this Agreement.

         4.   Release by Farrar. In consideration for settlement of the
termination of Farrar's Employment as provided hereinabove and the agreements of
MedStrong made as provided herein, Farrar, as releasor, remises, releases and
forever discharges MedStrong, its respective subsidiaries, officers, directors,
agents, representatives, counsel, successors and assigns, jointly and severally,
from any and all debts, demands, actions, causes of action, suits, damages,
claims and liabilities based on matters relating to Farrar's Employment or any
other matter of whatever kind or nature, known or unknown, suspected or
unsuspected, accrued or unaccrued, whether in law, equity or otherwise, and
whether under contract, warranty, tort or otherwise, which Farrar ever had, now
has or may have, claim or assert from the beginning of the world to the date of
this Settlement Agreement, excepting 1. Settlement of Obligation, item E and the
obligations of MedStrong under this Settlement Agreement.


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         5.   Release by MedStrong. In consideration of the agreements of Farrar
made as provided herein, MedStrong, as releasor, remises, releases and forever
discharges Farrar, his respective, agents, representatives, heirs, successors
and assigns, jointly and severally, from any and all debts, demands, actions,
causes of action, suits, damages, claims and liabilities based on matters
relating to Farrar's Employment or any other matter of whatever kind or nature,
known or unknown, suspected or unsuspected, accrued or unaccrued, whether in
law, equity or otherwise, and whether under contract, warranty, tort or
otherwise, which MedStrong ever had, now has or may have, claim or assert from
the beginning of the world to the date of this Settlement Agreement, excepting
for the obligations of Farrar under this Settlement Agreement.


         6.   Confidential Treatment. Except as required by law or applicable
regulation, this Settlement Agreement, and the terms hereof, shall be maintained
in confidence by the parties and shall not be disclosed to any third party.
Neither MedStrong nor Farrar shall discuss this Settlement Agreement or any of
the transactions leading up to this Settlement Agreement with any other person,
other than their respective counsel.

         7.   No Disparagement. Following the execution of this Agreement,
Farrar shall not disparage MedStrong, or any of its individual officers,
directors, consultants, counsel or independent accountants. MedStrong shall not
disparage Farrar and shall disclose to third parties, when asked, that Farrar
resigned on terms acceptable to both Farrar and MedStrong.

         8.   Agreement Represents Compromise. This Settlement Agreement
represents a compromise of disputed claims and is not to be deemed or construed
to be an admission of liability or of the truth of any fact on the part of any
party. By this Settlement Agreement, the parties intend merely to avoid the
potential for protracted dispute.

         9.   Governing Law and Venue. This Settlement Agreement shall
be construed under the laws of the State of Connecticut pertaining to contracts
made and to be performed in Connecticut, without giving effect to its choice of
law provisions. The Parties hereto hereby consent to venue in any state or
federal court within the State of Connecticut having jurisdiction over the City
of Stamford for all purposes in connection with this Agreement.

         10.  Entire Agreement. This Settlement Agreement embodies the entire
agreement of the parties on the subject matter hereof and supersedes and
replaces all prior agreements between the parties regarding these matters. It
may not be changed or modified orally, but only by a writing signed by each of
the parties to be bound by such changes or modification.

         11.  Counterparts. This Settlement Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which taken together shall constitute one and the same instrument.


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         12.  Attorney's Fees. In any litigation arising out of this Agreement,
the prevailing party shall be entitled to reimbursement of reasonable attorney's
and costs associated with such litigation through all levels of appeals.

         IN WITNESS WHEREOF, the parties have set their hands and seals to this
Settlement Agreement which is effective as of the day and year first above
written.

                                MEDSTRONG INTERNATIONAL CORPORATION


                                By:   /s/ Joel San Antonio
                                    --------------------------
                                     (Signature)

                                Name:  Joel San Antonio
                                Title: Chairman of the Board


                                JERRY R. FARAR
                                CARGRIL ACCEPTANCE CORPORATION


                                By:   /s/ Jerry R. Farrar
                                    ---------------------------
                                     (Signature)

                                Name:  Jerry R. Farrar
                                Title: President



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                                    EXHIBIT A

                      AMENDMENT NO. 1 TO LICENSE AGREEMENT

THIS AMENDMENT NO. 1 (this "Amendment") TO LICENSE AGREEMENT dated April 1, 2004
(the "License Agreement") is entered into as of September 1, 2004 (the
"Effective Date") by and between MedStrong International Corporation, having an
address at 350 Bedford Street, Suite 203, Stamford, CT 06901 ("MedStrong") and
Jerry R. Farrar, having an address at 734 Silver Spur Road, Suite 105, Rolling
Hills Estates, CA 90274 ("Farrar/Cargril"). Capitalized terms used but not
defined herein shall have the respective meanings ascribed to them in the
License Agreement.

                                    RECITALS
WHEREAS, the MedStrong and Farrar entered into the License Agreement for the
exclusive license of the Software Rights;

WHEREAS, the License Agreement requires a Minimum Royalty Payment, in addition
to continuing royalties.

WHEREAS, MedStrong and Farrar desire to amend the License Agreement to extend
these dates for the payments under the License Agreement;

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual
promises herein contained, the parties hereby agree as follows:

                         AMENDMENT TO LICENSE AGREEMENT

1.1   Amendment of Section 3.2(a). Section 3.2(a) of the License Agreement
      shall be amended to eliminate any requirement for Farrar to make the
      Minimum Royalty Payment and to read in its entirety as set forth below:

      "(a)  Royalty Amount. Licensee shall pay to MedStrong, on a monthly
            basis, royalties equal to Thirty-Five (35%) Percent of the
            Gross Net Margin of Licensed Products and Services for
            revenues from Road America/Warrantech and American Doctors
            Network, with no right of offset for any client cancellations,
            overpayments or other moneys due one party or the other.

                         MISCELLANEOUS PROVISIONS

2.1   Effect of Amendment. Except as amended and set forth above, the License
      Agreement shall continue in full force and effect.

2.2   Governing Law. This Amendment shall be governed, construed and interpreted
      in accordance with the laws of the State of Connecticut, without giving
      effect to principles of conflicts of law.

2.3   Counterparts. This Amendment may be executed in two or more counterparts,
      each of which shall be deemed an original and all of which together shall
      constitute one instrument.

2.4   Entire Agreement. This Amendment, together with the License Agreement,
      constitute the entire agreement among the parties hereto pertaining to the
      subject matter hereof or thereof, and any and all other written or oral
      agreements existing among the parties hereto are expressly canceled.

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         IN WITNESS WHEREOF, both MedStrong and Farrar/Cargril Acceptance
Corporation have executed this Amendment, in duplicate originals, by their
respective and duly authorized officers on the day and year first written above.



         Jerry R. Farrar:                   MedStrong International Corporation

         Cargril Acceptance Corporation



By:  ----------------------------------      By: ------------------------------
       (Signature)                                 (Signature)

Name:  Jerry R. Farrar                              Name:  Joel San Antonio
Title: President                                    Title: Chairman of the Board




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