WHISTLER INC
SETTLEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.14
<SEQUENCE>3
<FILENAME>ex10-14whistler.txt
<DESCRIPTION>SETTLEMENT AGREEMENT
<TEXT>
                                                                   EXHIBIT 10.14

                              SETTLEMENT AGREEMENT



     THIS SETTLEMENT AGREEMENT is entered into as of this 6th day of May, 2002
by and between Whistler, Inc., a Delaware corporation ("Whistler") and Tarmac
Management Ltd., a corporation ("Tarmac").


                                    RECITALS:

     WHEREAS, Whistler has incurred substantial monetary obligations concerning
its business operations and associated contractual relationships in the area of
fuel cell technology;

     WHEREAS, Whistler and Tarmac have entered into contractual relations
pursuant to which Tarmac has agreed to provide certain services to Whistler on
an as-needed basis including, but not limited to, financial, administrative,
investor relations and fuel cell industry management;

     WHEREAS, Tarmac has provided certain advances to Whistler in order to
assist Whistler in financing its contractual debts and obligations;

     WHEREAS, during fiscal years 2001 and 2002, Whistler incurred an aggregate
of $213,833.68 to Tarmac relating to (i) the principal amount of $____________
in advances made by Tarmac to Whistler to assist Whistler in financing its
contractual debts and obligations, and (ii) the aggregate amount of $___________
incurred as fees for services rendered by Tarmac to Whistler including, but not
limited to, financial, administrative, investor relations and fuel cell industry
management (the "Debt");

     WHEREAS, Whistler and Tarmac have settled their differences regarding the
Debt and wish to set forth their settlement agreement;

     WHEREAS, Whistler desires to grant Tarmac and its assignees the right to
convert any Debt due and owing Tarmac into shares of restricted common stock of
Whistler at the rate of $0.25 per share;

     WHEREAS, Tarmac desires to settle the Debt by issuing shares of its
restricted common stock, par value $.001 (the "Common Stock") at the rate of
$0.25 per share (which amount is based upon the average of the open and close
price of $0.31 of Whistler's shares of Common Stock traded on the OTC Bulletin
Board as of May 3, 2002 discounted by approximately 20% due to their restrictive
nature); and

     WHEREAS, Tarmac and/or its assignees desire to convert the Debt and accept
the issuance of 855,335 shares of Common Stock of Whistler;

<PAGE>


     WHEREAS, Whistler and Tarmac desire to release one another from any and all
further liability as related to the aforesaid Debt.

     NOW, THEREFORE, in consideration of the aforesaid recitals and mutual
promises contained herein, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:


                                    AGREEMENT

     1. Whistler agrees to issue to Tarmac and/or its assignees 855,335 shares
of its restricted Common Stock, at $0.25 per share, as of May 6, 2002, as full
and complete satisfaction and payment of the Debt.

     2. Tarmac and/or its assignees agree to accept the issuance of 855,335
shares of the restricted Common Stock of Whistler as full and complete
satisfaction and payment of the Debt.

     3. Whistler and Tarmac shall agree to release each other and forever
discharge any and all claims, manner of actions, whether at law or in equity
suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of
money, expenses or disputes, known or unknown, fixed or contingent, which it now
has or may have hereafter, directly or indirectly, individually or in any
capacity against each other, their successors and assigns, as well as its
present or former owners, directors, officers, stockholders, employees, agents,
heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from
the beginning of time to, and including the date of the execution of this
Agreement, relating to the aforesaid Debt.

     4. Tarmac acknowledges that the issuance of the 855,335 shares of Common
Stock (i) has not been registered under the Securities Act of 1933, as amended
(the "1933 Securities Act"); (ii) is in reliance on the exemption provided by
Section 4(2) of the 1933 Securities Act, (iii) are being acquired solely for
Tarmac's own account without any present intention for resale or distribution,
(iv) will not be resold without registration under the 1933 Securities Act or in
compliance with an available exemption from registration, unless the shares of
Common Stock are registered under the 1933 Securities Act and under any
applicable state securities law or an opinion of counsel satisfactory to
Whistler is delivered to Whistler to the effect that any proposed distribution
of the shares of Common Stock will not violate the registration requirements of
the 1933 Securities Act and any applicable state securities laws, and (v) that
Tarmac understands the economic risk of an investment in the Common Stock and
has had the opportunity to ask questions of and receive answers from Whistler's
management concerning any and all matters related to the acquisition of the
Common Stock.

<PAGE>


     4. This Settlement Agreement shall be effective as of May 6, 2002 and shall
be binding upon and insure to the benefit of the parties hereto and their
respective successors.


                                            Whistler, Inc.



Date:_____________                          By:__________________________
                                                  President




                                            Tarmac Management Ltd.

Date:______________                         By:__________________________
                                                  President

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</DOCUMENT>
