TechAlt, Inc.
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>64
<FILENAME>v010126_ex10-4.txt
<TEXT>
                              SETTLEMENT AGREEMENT

This Settlement Agreement ("Agreement") is entered into as of the _______ day of
________,  2004 (the "Execution  Date"), by and among Paul Masanek  ("Masanek"),
Services By  Designwise,  Ltd.  ("SBD")  (collectively  "Plaintiffs")  and James
Solomon  ("Solomon"),  Technology  Alternatives,  Inc., an Illinois  corporation
("Technology"),  and  TechAlt,  Inc.  f/k/a Dendo Global  Corporation,  a Nevada
corporation ("TechAlt") (collectively "Defendants").

WHEREAS,  Plaintiffs  filed certain  claims  against the Defendants in a lawsuit
filed in the Circuit Court of Cook County,  Illinois,  PAUL MASANEK AND SERVICES
BY DESIGNWISE, LTD. V. JAMES SOLOMON, ET AL. CASE NO. 04 CH 14001 and Defendants
countered with various causes of action,  claims and defenses against  Plaintiff
(the "Litigation");

WHEREAS, prior to the filing of the Litigation, Technology licensed intellectual
property to TechAlt in exchange for stock in TechAlt (the "License Agreement");

WHEREAS,  prior to the filing of the Litigation,  TechAlt and various  investors
(the "Sunrise  Investors")  entered into various financing  agreements in August
2004,  including  without  limitation,  those  agreements  filed with the United
States  Securities  and  Exchange  Commission  in which  the  Sunrise  Investors
received  stock in TechAlt  (the  "Financing")  (the License  Agreement  and the
Financing, collectively the "Transaction");

WHEREAS,  none of the  parties to the  Litigation  or this  Agreement  admit any
fault,  culpability  or  liability in  connection  with the  Litigation  and the
alleged  facts and  conduct on which the  Litigation  is based,  and all parties
desire to settle and release  claims  against  each other as  specified  in this
Agreement;

WHEREAS,  the parties  desire to resolve the  Litigation  without  incurring any
additional attorneys' fees and costs;


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<PAGE>

WHEREAS,  the recitals  herein are material  terms of this  Agreement and made a
part of this Agreement;

IN  CONSIDERATION  of  the  terms,  payments,  covenants,   representations  and
warranties in this Agreement and the Related Agreements  (hereinafter  defined),
release of claims and the dismissal of the Litigation,  the sufficiency of which
is hereby acknowledged by the parties herein, the parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

For purposes of this Agreement, the following terms shall be defined as follows:

      a.  TechAlt's  Liabilities.   "TechAlt's  Liabilities"  herein  means  all
obligations  and  liabilities  of TechAlt due or  payable,  incurred or owing to
Masanek and SBD under this  Agreement  and the Related  Agreements  (hereinafter
defined).

      b. Related Agreements.  "Related  Agreements" herein means all agreements,
instruments  and documents  entered into between Masanek and/or SBD and Solomon,
Technology,  and/or  TechAlt  relating  to the  settlement  of  the  Litigation,
including  without  limitation,   the  Merger  Agreement,   Secured  Convertible
Promissory Note,  Security  Agreement,  Warrant,  Registration Rights Agreement,
Right of First Refusal Agreement,  Consulting  Agreement,  Sales Agreement,  and
Escrow  Agreement  all of even  date,  and all  other  written  instruments  and
documents  heretofore,  now and/or from time to time  hereafter  executed  among
Masanek  and/or SBD, and Solomon,  Technology,  and/or  TechAlt  relating to the
settlement of the Litigation.

      c. Closing.  "Closing" herein means the date of effectiveness  and release
of this  Agreement  and the Related  Agreements  from escrow upon payment of the
Closing  Payments as defined in the Escrow  Agreement of even date herewith (the
"Escrow Agreement") pursuant to the Escrow Agreement.


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<PAGE>

                                   ARTICLE II

                                     MERGER

2.1  Simultaneously  upon the  Closing,  the parties  shall  consummate a merger
agreement  of even date in the form  attached  hereto as  EXHIBIT  2.1  ("Merger
Agreement").  The Merger  Agreement shall provide that  simultaneously  upon the
Closing,  Technology shall merge into TechAlt,  or an acquisition  subsidiary of
TechAlt,  with TechAlt being the parent entity (the "Merger").  Pursuant to this
Agreement,  Masanek  hereby agrees to vote all his shares of Technology in favor
of the Merger and the Merger Agreement upon Closing.

2.2 Pursuant to the Merger Agreement,  effective  immediately upon Closing,  the
shares of TechAlt issued in connection with the Merger Agreement shall be as set
forth on EXHIBIT 2.2.

2.3 The parties  acknowledge and agree that the four million six hundred seventy
six thousand five hundred sixty (4,676,560)  shares of common stock that TechAlt
issues to Masanek in connection with the Merger ("Masanek Shares"), and the four
million eight hundred sixty seven thousand four hundred forty (4,867,440) shares
of common stock that  TechAlt  issues to Solomon in  connection  with the Merger
shall be issued to Masanek and  Solomon,  respectively,  in  exchange  for their
shares  of  common  stock in  Technology  pursuant  to the  terms of the  Merger
Agreement.

                                   ARTICLE III

                     REPRESENTATIONS OF TECHALT AND SOLOMON

In addition to the  representations and warrants set forth in Article II of this
Agreement,  TechAlt  and  Solomon  hereby  represent  and warrant to Masanek the
following:

3.1 Organization and Standing. TechAlt is a corporation duly organized,  validly
existing,  and in good  standing  under  the laws of the State of  Nevada.  Upon
Closing  TechAlt  will be  authorized  to do business  in  Illinois  and has all
necessary  power to own (or hold under  lease or  license)  its  properties  and
assets and to carry on its business as now conducted.


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<PAGE>

3.2 Authorized and Effective  Agreement.  TechAlt and Solomon have all requisite
power and authority to execute, deliver and perform their obligations under this
Agreement, the Related Agreements,  the other agreements contemplated hereby and
each of the transactions  contemplated  hereby, and the execution,  delivery and
performance by TechAlt and Solomon of this  Agreement,  the Related  Agreements,
the  other  agreements   contemplated   hereby  and  each  of  the  transactions
contemplated  hereby  have been duly and  validly  authorized  by all  necessary
action in respect thereof.  This Agreement and the Related Agreements constitute
a legal,  valid and  binding  obligation  of TechAlt  and  Solomon,  enforceable
against TechAlt and Solomon in accordance with their terms.

TechAlt does hereby  represent  and warrant  that the person so  executing  this
Agreement,  the Related  Agreements  and the documents to be delivered  pursuant
hereto is its authorized agent.

3.3 Title and  Authority.  TechAlt  shall have on the Closing the full right and
authority  to sell,  transfer,  and issue all of the  Masanek  Shares to Masanek
hereunder  free and clear of all liens,  pledges,  security  interests,  claims,
charges,  encumbrances,  and  restrictions  of any  kind  whatsoever  (with  the
exception of restrictions imposed by the securities laws of the United States of
America  and  Blue  Sky  Laws).  Except  for  this  Agreement  and  the  Related
Agreements,  there are no outstanding or authorized options, warrants, rights of
refusal, contracts, calls, puts, rights to subscribe, conversion rights or other
agreements  or  commitments  or any right or privilege  whether  pre-emptive  or
contractual or of any other kind or character including convertible  securities,
warrants,  or convertible  obligations of any nature to which TechAlt is a party
or which are binding  upon  TechAlt  providing  for the  issuance,  disposition,
subscription or acquisition of any of the Masanek Shares.


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<PAGE>

3.4 Solomon's Title and Authority.  Immediately prior to the Closing, Solomon is
the  unqualified  and  unconditional  owner of 4,544,000  issued and outstanding
shares of TechAlt;  provided,  however, that all Parties understand that certain
of the Solomon  Shares are currently  held in escrow  pending  execution of this
Agreement.  Solomon will be the unqualified and unconditional owner of 4,867,440
shares of TechAlt after the Closing (the "Solomon Shares").

3.5  Capitalization.  The authorized  capital stock of TechAlt as of the date of
this Agreement is set forth in EXHIBIT 3.5. The issued and  outstanding  capital
stock of TechAlt as of the date of the  Closing is set forth in EXHIBIT  3.5. On
the Closing no other securities of TechAlt will be outstanding or authorized for
issuance  unless set forth in EXHIBIT 3.5. Except as disclosed in EXHIBIT 3.5 or
as otherwise  specifically  provided or contemplated  in this Agreement,  on the
Closing:  (i) no holder of any  security  of TechAlt (a) will be entitled to any
preemptive  rights  which have not been waived with  respect to the  transaction
contemplated  by this  Agreement or (b) will have any right of first  refusal to
purchase capital stock of TechAlt to be issued and sold or otherwise transferred
to any  shareholder  of TechAlt  pursuant to this  Agreement  which has not been
waived with respect to the  transaction  contemplated  by this  Agreement,  (ii)
TechAlt has not granted any  options,  warrants or rights to purchase any of its
capital stock or authorized any of its capital stock for issuance,  and (iii) no
instrument or security is outstanding  which is convertible into or exchangeable
for, or which entitles the holder thereof to capital stock of TechAlt. There are
no outstanding or authorized stock appreciation, phantom stock or similar rights
with  respect to  TechAlt.  There are no voting  trusts,  proxies,  or any other
agreements or understandings  with respect to the voting of the capital stock of
TechAlt.

3.6 Source of Masanek Shares.  All of the Masanek Shares  transferred and issued
to Masanek  pursuant to the Merger  Agreement  shall be shares  transferred  and
issued by  TechAlt  and are not sold or  transferred  from the shares of TechAlt
owned by Solomon as of the date of the Merger (the "Merger Date").


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<PAGE>

3.7 No Breach. The execution, delivery and performance by TechAlt and Solomon of
this Agreement and the Related  Agreements and the  consummation  of each of the
transactions  contemplated  hereby  shall not (a)  conflict  with or result in a
breach of any provision of the articles of  incorporation  or bylaws of TechAlt;
(b)  constitute or result in a breach of any term,  condition,  or provision of,
constitute a default under,  result in the  termination or  acceleration  of, or
create in any party the right to  accelerate,  terminate,  modify or cancel  any
contract,  agreement,  note, bond, indenture,  mortgage, loan agreement,  lease,
sublease, license, sublicense, permit or other instrument or obligation to which
TechAlt and/or Solomon is a party or by which TechAlt and/or Solomon is bound or
affected or to which any of the assets of TechAlt are bound or affected;  or (c)
violate or require any consent or notice  under any statute,  regulation,  rule,
judgment decree, order, stipulation,  injunction, charge or other restriction of
any government,  governmental agency or court to which TechAlt and/or Solomon or
any of TechAlt's  and/or Solomon's assets are subject or by which TechAlt and/or
Solomon or any of its or his assets are bound or affected.

3.8 Financial  Statements.  The financial  statements of TechAlt as disclosed in
the 10-QSB  Quarterly  Report filed on November 15, 2004 with the United  States
Securities and Exchange Commission are a true and correct  representation of the
financial  position and results of  operations  of TechAlt as of the  respective
dates of the financial  statements.  The various  income  statements  and ledger
statements of TechAlt  provided to Masanek  prior hereto  relative to the period
between  August  20,  2004 and the date of this  Agreement  are,  to the best of
TechAlt's and Solomon's knowledge, information and belief, true and complete.

3.9 Absence of Undisclosed  Liabilities.  TechAlt,  to the best of its knowledge
and its belief, does not have any undisclosed debts,  liabilities or obligations
of  any  nature  (whether  accrued,  absolute,   contingent,  direct,  indirect,
perfected,  inchoate,  unliquidated or otherwise,  whether due or to become due)
arising out of  transactions  entered  into at or prior to the  Closing,  or any
transaction,  series  of  transactions,  action or  inaction  at or prior to the
Closing,  or any state of facts or condition existing at or prior to the Closing
(regardless  of when any such  liability or obligation is asserted),  including,
without  limitation,  tax  liabilities  unrelated to ordinary  operations and or
arising out of this Agreement,  except (a)  liabilities  and  obligations  under
agreements,  contracts, leases or commitments described on the Contract Schedule
attached  hereto  as  EXHIBIT  3.9A  (none of which  relates  to any  breach  of
contract,  breach of warranty,  tort,  infringement or violation of law or arose
out of any charge, complaint, action, suit, proceeding,  hearing, investigation,
claim or demand);  (b) liabilities  and  obligations to the extent  specifically
reflected in GROUP EXHIBIT 3.8; and (c)  liabilities  and  obligations  incurred
after the most recent income statements and ledger statements  provided in GROUP
EXHIBIT 3.8 in the ordinary course of business, otherwise in accordance with the
terms of this Agreement as disclosed in EXHIBIT 3.9B.


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<PAGE>

3.10 Absence of Certain Developments. Other than the liabilities and obligations
specifically  reflected in GROUP EXHIBIT 3.8, TechAlt and/or Solomon have not on
behalf of TechAlt except to the extent disclosed on EXHIBIT 3.9B:

      a.  incurred  any  liability   under   agreements  or  otherwise,   except
liabilities  incurred and  obligations  entered  into in the ordinary  course of
business,  which  individually  or in the  aggregate  have a materially  adverse
effect on the  financial  or other  condition,  business,  prospects,  assets or
goodwill of TechAlt; or

      b.  discharged,  satisfied  or agreed to  discharge  or satisfy  any lien,
charge, or encumbrance, or paid any obligation or liability,  absolute, accrued,
contingent  or  otherwise,  whether  due or to become  due,  except  obligations
arising  in the  ordinary  course  of  business,  which  individually  or in the
aggregate have a materially  adverse effect on the financial or other condition,
business, prospects, assets, or goodwill of TechAlt; or

      c.  except in the  ordinary  course  of  business  (i) sold,  transferred,
licensed  or  entered  into any  agreement  relating  to the sale,  transfer  or
licensing of any tangible or intangible asset, including without limitation, any
proprietary  asset;  or (ii) entered into a lease of real  property,  machinery,
equipment or buildings; or


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<PAGE>

      d. become aware of any destruction to or damage or loss to any tangible or
intangible  asset of TechAlt that materially or adversely  affects the financial
condition, business or prospects of TechAlt; or

      e.  amended or  terminated  any  contract,  agreement  or license to which
TechAlt is a party, except during the ordinary course of business; or

      f. sold, assigned, transferred, abandoned or permitted to lapse any of its
proprietary  rights or other  intangible  assets or disclosed  any  proprietary,
confidential  information  to any  person or entity or  granted  any  license or
sublicense of any rights under or with respect to any of its proprietary rights;
or

      g. made or granted any bonus, compensation increase or benefit increase to
any employee,  officer or director, or made any other change in employment terms
for any  employee,  officer  or  director,  including  without  limitation,  for
Solomon; or

      h. made any capital  expenditures  or commitments  therefore such that the
aggregate  outstanding amount of unpaid obligations and commitments with respect
thereto shall comprise in excess of $50,000 on the Closing; or

      i.  made any  loans or  advances  by  TechAlt  to any  person or entity or
entered into any guaranty by TechAlt of any loan; or

      j.  issued or sold any  notes,  bonds or debt,  securities  or any  equity
securities, or any securities convertible,  exchangeable or exercisable into any
equity  securities,   warrants,  options  or  other  rights  to  acquire  equity
securities; or

      k. borrowed any amount or incurred or became  subject to any  liabilities,
except for current  liabilities  disclosed  herein and  incurred in the ordinary
course of business; or

      l. amended or authorized the amendment of its articles of incorporation or
bylaws; or

      m. entered into or agreed to enter into any transaction  other than in the
ordinary course of business.

      3.10.1 No party has  accelerated,  terminated,  modified or cancelled  any
contract, lease, sublease, license or sublicense or other agreement set forth in
the attached Contract Schedule (EXHIBIT 3.9A).


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<PAGE>

3.11  Litigation.   Other  than  the  Litigation,   there  are  no  lawsuits  or
administrative proceedings or claims, including product liability claims pending
against  TechAlt,  its employees or  consultants as it relates to their work for
TechAlt,  nor to the  best  of  their  knowledge  are  there  any  potential  or
threatened litigation or claims against TechAlt, its employees or consultants as
it relates to their work for  TechAlt,  its assets or business  and there are no
lawsuits or administrative proceedings or claims brought by TechAlt. To the best
of its knowledge,  TechAlt is not in material default under any lease,  license,
policy,  contract or agreement  with any other person or entity and all material
contracts of TechAlt have been  disclosed to Masanek,  and are in full force and
effect.

3.12  Compliance  With Laws.  To the best of its  knowledge,  TechAlt has in all
material respects complied with all applicable  federal,  state,  provincial and
local laws  including  all  federal  and state  securities  registration  and/or
exemption requirements.

3.13 Taxes.  To the best of its knowledge,  all federal,  state and local income
tax and  information  returns  have been filed as required by law and all income
taxes  required to be paid by TechAlt have been paid and  adequate  reserves for
payment of such taxes have been established for all taxes not currently payable.
Since the last period or periods for which returns have been filed,  to the best
of its  knowledge,  TechAlt  has not  become  liable  to pay any  income  taxes,
assessments,  fees, penalties, interest or other governmental charges other than
in the ordinary course of business. Provisions have also been made for any other
contingent income tax liabilities.

3.14 No Infringement.  To the best of its knowledge, the use and/or ownership of
TechAlt's products or systems designed, distributed, marketed or sold by TechAlt
does not  infringe,  violate or  constitute  misuse or  misappropriation  of any
existing patent,  trademark,  service mark, trade name, copyright (or obligation
for any patent or registration of trademark, service mark or copyright) and does
not violate or constitute misuse or  misappropriation of any trade secret or any
other  proprietary  right of any third party,  and, with the exception of claims
made by the Plaintiffs pursuant to the Litigation,  TechAlt has not been charged
or  threatened  with  infringement,  misappropriation  or misuse of any  patent,
trademark,  trade name,  service  mark,  copyright,  trade  secret,  know-how or
confidential information or data or any other proprietary right of a third party
with  respect to the use of said  products  and systems in the  operation of its
business,  nor has TechAlt been requested to take a license under any such third
party rights.


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<PAGE>

3.15 No other Consideration to Solomon. Solomon has not and will not receive any
other consideration or payment, including, without limitation, any capital stock
of TechAlt,  from any source other than as set forth in the Employment Agreement
originally  entered into between  Solomon and TechAlt  (formerly  known as Dendo
Global Corporation) and filed with the SEC, the Merger Agreement, this Agreement
and the Related Agreements.

3.16 Warranty  Against  Assignment of Claims.  Defendants  represent and warrant
that they are the sole and lawful owner of all right,  title and interest in and
to every claim  released  herein and that they have not  heretofore  assigned or
transferred, or purported to assign or transfer, to any person or entity, any of
the claims being released pursuant to this Agreement.

3.17  Accuracy  of  Representations  and  Warranties.  All  representations  and
warranties  of  TechAlt  and/or  Solomon  in this  Agreement  shall  be true and
accurate  as of the Closing as though  made at the time  unless  TechAlt  and/or
Solomon notifies Masanek otherwise in writing prior to Closing.

                                   ARTICLE IV

                       REPRESENTATIONS OF MASANEK AND SBD

Masanek  and SBD  represent  and  warrant to  TechAlt  as follows  (SBD makes no
representation and/or warrant as to Section 4.1):


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<PAGE>

4.1 Title and  Authority.  Masanek  shall have upon  Closing  the full right and
authority to sell and  transfer all of his shares of common stock in  Technology
("Masanek's  Technology Shares") hereunder free and clear of all liens, pledges,
security interests, claims, charges,  encumbrances, and restrictions of any kind
whatsoever.  Except for this  Agreement,  there are no outstanding or authorized
options,  warrants,  rights  of  refusal,  contracts,  calls,  puts,  rights  to
subscribe,  conversion rights or other agreements or commitments or any right or
privilege  whether  pre-emptive or contractual or of any other kind or character
including convertible  securities,  warrants, or convertible  obligations of any
nature to which  Masanek is a party or which are binding upon Masanek  providing
for the issuance,  disposition,  subscription or acquisition of any of Masanek's
Technology  Shares.  Masanek does hereby  represent  and warrant that he has the
full right, power, authority and capacity to execute this Agreement, the Related
Agreements and documents to be delivered pursuant hereto.

4.2 No Breach.  The  execution,  delivery and  performance by Masanek and SBD of
this Agreement and the Related  Agreements and the  consummation  of each of the
transactions  contemplated  hereby  shall not (a)  conflict  with or result in a
breach of any  provision  of the  certificate  of  incorporation  or articles of
incorporation  or bylaws  of SBD;  (b)  constitute  or result in a breach of any
term,  condition,  or provision of,  constitute a default  under,  result in the
termination or acceleration  of, or create in any party the right to accelerate,
terminate, modify or cancel with respect to any contract, agreement, note, bond,
indenture,  mortgage,  loan agreement,  lease,  sublease,  license,  sublicense,
permit or other  instrument  or obligation to which Masanek or SBD is a party or
by which  Masanek or SBD is bound or  affected  or to which any of the assets of
Masanek or SBD are bound or  effected;  or (c) violate or require any consent or
notice under any statute, regulation, rule, judgment decree, order, stipulation,
injunction,  charge or other restriction of any government,  governmental agency
or court to which Masanek or SBD or any of Masanek's or SBD's assets are subject
or by which Masanek or SBD or any of its assets are bound or affected.


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<PAGE>

4.3 The SBD System.  SBD filed a Patent  Application No.  10/192,941 on July 11,
2002, which relates to the SBD System (defined in Section 12 below).

To the best of its  knowledge,  SBD System  contains only those items and rights
which are: (i) owned by Masanek and/or SBD; (ii) in the public domain;  or (iii)
rightfully used by Masanek and/or SBD.  Masanek and/or SBD has all rights in the
SBD System necessary to carry out Masanek's and/or SBD's current activities and,
to the knowledge of Masanek and/or SBD,  Masanek and/or SBD's future  activities
to the extent such future  activities  are already  planned,  including  without
limitation, to the extent required to carry out such activities, rights to make,
use,  reproduce,  modify,  adopt,  create  derivative works based on, translate,
distribute (directly and indirectly), transmit, display and perform publicly, or
license, assign and sell, the SBD System.

To the best of its knowledge,  the  reproduction,  manufacturing,  distribution,
licensing, sublicensing, sale or any other exercise of rights in the SBD System,
product, work, technology or process as now used or offered or proposed for use,
licensing or sale by Masanek and/or SBD does not infringe on any patent,  design
right,  trademark,  trade name, service mark, trade dress, Internet domain name,
copyright,  database,  statistical model, technology,  invention, supplier list,
trade secret,  computer software program or application of any person,  anywhere
in the  World.  Masanek  and/or  SBD has not  received  notice of any claims (i)
challenging  the validity,  effectiveness  or ownership by Masanek and/or SBD of
the SBD  System,  or (ii) to the effect that the use,  distribution,  licensing,
sublicensing,  sale or any  other  exercise  of  rights  in any  product,  work,
technology  or process as now used or offered or  proposed  for use,  licensing,
sublicensing or sale by Masanek and/or SBD or its agents or use by its customers
infringes or will infringe on any intellectual  property or other proprietary or
personal  right of any person.  To the knowledge of Masanek  and/or SBD, no such
claims have been  threatened by any person,  nor are there any valid grounds for
any bona fide  claim of any such kind.  All of the rights  within the SBD System
are enforceable and subsisting. To the knowledge of Masanek and/or SBD, there is
no unauthorized use,  infringement or  misappropriation of the SBD System by any
third party, employee or former employee.


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<PAGE>

To the  best of its  knowledge,  all  personnel,  including  employees,  agents,
consultants  and  contractors,  who have  contributed to or  participated in the
conception  and  development  of the SBD System on behalf of Masanek and/or SBD,
either (i) have been a party to an  enforceable  "work-for-hire"  arrangement or
agreements with Masanek and/or SBD in accordance  with  applicable  national and
state law that has accorded  Masanek and/or SBD full,  effective,  exclusive and
original ownership of all tangible and intangible  property thereby arising,  or
(ii) have  executed  appropriate  instruments  of assignment in favor of Masanek
and/or SBD as assignee  that have  conveyed to Masanek  and/or SBD effective and
exclusive ownership of all tangible and intangible property thereby arising, and
at all times,  SBD has taken  reasonable  measures  to protect the SBD System as
confidential information.

To the best of their knowledge, Masanek and/or SBD does not owe any royalties or
other payments to third parties in respect of the SBD System.

To the best of its  knowledge,  SBD represents and warrants it has good title to
the SBD System, the full right and authority to sell and transfer same, and that
said property is sold free and clear of all liens, claims, and encumbrances.

SBD acknowledges and agrees that TechAlt shall have all rights as defined in the
Assignment  and Bill of Sale to use any tool software  developed by Ted Phillips
on behalf of SBD for the SBD System.

4.4 Warranty Against Assignment of Claims. Masanek and SBD represent and warrant
that they are the sole and lawful owner of all right,  title and interest in and
to every claim  released  herein and that they have not  heretofore  assigned or
transferred, or purported to assign or transfer, to any person or entity, any of
the claims being released pursuant to this Agreement.


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<PAGE>

4.5  Accuracy  of  Representations  and  Warranties.   All  representations  and
warranties of Masanek and SBD in this Agreement shall be true and accurate as of
the Closing as though made at such time unless  Masanek or SBD notifies  TechAlt
otherwise in writing prior to Closing.

                                    ARTICLE V

                 MODIFICATION OF PREVIOUS TRANSACTION AGREEMENTS

5.1  Simultaneously  with  the  Closing,  the  Defendants  shall  execute  those
agreements  necessary to cause all of the agreements  arising out of, or related
to, the  License  Agreement,  the  Financing  pursuant  to the  August 24,  2004
Securities  Purchase  Agreement and all related  agreements,  including  without
limitation,  those  agreements  filed  with the  U.S.  Securities  and  Exchange
Commission pursuant to Form 8-K on August 27, 2004,  ("Transaction  Agreements")
to be  consistent  with this  Agreement  and the Related  Agreements  and to not
constitute  or  result  in a  breach  of  any  of  the  Transaction  Agreements,
including,  without limitation,  the waivers with the Sunrise Investors pursuant
to Section 9.2 ("Sunrise Investor Waivers"), copies of all such waivers shall be
delivered to Masanek by TechAlt at Closing.  In addition,  in the event  TechAlt
does not receive the TechAlt Financing by the Sunrise Financing Deadline, within
fourteen (14) days after the Sunrise  Financing  Deadline,  TechAlt shall obtain
from Sunrise  Securities  Corp. an executed  waiver in which Sunrise  Securities
Corp.  will  agree that it shall not earn or receive  any  compensation  for any
Outside  Financing  Sources obtained by Masanek pursuant to Article 19.2 of this
Agreement  notwithstanding  paragraph 1(b), 6 or any other applicable  paragraph
contained in the Financial Advisory and Investment Banking Agreement dated on or
about June 25, 2004.


                                     - 14 -
<PAGE>

                                   ARTICLE VI

                               PAYMENTS TO MASANEK

6.1 In addition  to the other  consideration  described  herein,  TechAlt  shall
deposit with the Escrow Agents by wire transfer to Piccione Keeley & Associates,
Ltd. Segregated Funds Account no later than 5:00 p.m. (CST) on December 15, 2004
("Escrow  Deadline") the sum of Seven Hundred Ninety Thousand and no/100 Dollars
($790,000.00),which  sum is the Closing Payments  referred to in Section 3(a) of
the  Escrow  Agreement.  In the event  TechAlt  fails to  deposit  said  Closing
Payments  (which also includes the Sunrise  Investors  Waivers) in escrow by the
Escrow  Deadline,  Defendants  acknowledge and agree the Escrow Agents have been
directed  to seek to have  entered  without  further  notice  the  Agreed  Order
attached hereto as EXHIBIT 6.1 in the  Litigation.  Furthermore in the event the
Agreed  Order is  entered  pursuant  to the terms of the Escrow  Agreement,  the
Defendants  shall take any and all action necessary to unwind and/or rescind any
and all agreements entered into by the Defendants including, but not limited to,
the  Intellectual  Property License  Agreement  entered into between TechAlt and
Technology  on  or  around  August  20,  2004  (the  "License   Agreement")  and
effectively  re-establish  the  status quo as it  existed  prior to the  License
Agreement.

6.2 In  addition,  on the  Execution  Date,  TechAlt  shall enter into a Secured
Convertible  Promissory Note in the form attached hereto as EXHIBIT 6.2.(A). The
Secured Convertible Promissory Note shall be secured by the assets of TechAlt as
provided in the Security  Agreement of even date in the form attached  hereto as
EXHIBIT 6.2.(B), Which TechAlt shall also sign on the Execution Date.

6.3 The  payments  set  forth in  paragraph  6.1 and 6.2  herein  and all  other
consideration set forth herein shall be allocated as set forth on EXHIBIT 6.3.


                                     - 15 -
<PAGE>

                                   ARTICLE VII

                              CONSULTING AGREEMENT

7.1 On the Execution Date, TechAlt shall enter into a Consulting  Agreement with
SBD in the form attached hereto as EXHIBIT 7.1.

                                  ARTICLE VIII

                                 SALES AGREEMENT

8.1 On the Execution  Date,  TechAlt shall enter into a Sales Agreement with SBD
in the form attached hereto as EXHIBIT 8.1.

                                   ARTICLE IX

               WARRANTS ISSUED TO MASANEK/ADDITIONAL COMMON STOCK

9.1 On the Execution Date,  TechAlt shall execute a warrant entitling Masanek to
purchase  seven  hundred  fifty  thousand  (750,000)  shares of common  stock of
TechAlt, at the exercise price of One Dollar ($1.00) per share,  pursuant to the
Warrant ("Masanek  Warrant") of even date in the form attached hereto as EXHIBIT
9.1

9.2  Pursuant  to the Sunrise  Investors  Waiver to be  delivered  at Closing by
TechAlt,  the Sunrise  Investors  (as  defined in Section  19.1) will agree that
there  shall be no  adjustment  of the  Exercise  Price (as that term is defined
therein) of their  Warrants (as  provided in Section 2 of said  Warrants) to the
extent such  provisions  would  apply on account of the  issuance to (i) Sunrise
Securities  Corp.  of 840,000  shares of common  stock and  warrants to purchase
800,000 shares of common stock  (exercise  price of $.50 per share)  pursuant to
the Financial Advisory and Investment Banking Agreement (the "Sunrise Investment
Banking Fee"),  (ii) Sunrise  Financial Group,  Inc. of 240,000 shares of common
stock and options to purchase  1,000,000  shares of common stock (exercise price
of (a) $.50 per share on options to purchase  500,000 shares of common stock and
(b) $1.00 per share on  options  to  purchase  500,000  shares of common  stock)
pursuant  to the  Public  Relations  Retainer  Agreement  (the  "Sunrise  Public
Relations  Fee"),  and (iii) the  common  stock  issued to Masanek to the Merger
Agreement. In exchange therefore,  Masanek and SBD (or their assigns) agree that
there  shall be no  adjustment  to the (i)  Conversion  Price  (as that  term is
defined therein) of the Secured  Convertible  Promissory Note attached hereto as
EXHIBIT 6.2A, and (ii) Exercise  Price (as that term is defined  therein) of the
Masanek Warrant,  on account of shares (a) to be issued by virtue of the Sunrise
Investment Banking Fee, the Sunrise Public Relations Fee, or (b) shares issuable
prior to the Closing on account of  penalties  pursuant  to Section  2(f) of the
Sunrise Investors'  Registration  Rights Agreements and pursuant to Section (II)
(regarding  Dividends) of TechAlt's  Certificate of  Designation  filed with the
Secretary of State of the State of Nevada on August 23, 2004 in connection  with
the Financing.


                                     - 16 -
<PAGE>

                                    ARTICLE X

                             REGISTRATION OF RIGHTS

10.1 On the Execution  Date,  TechAlt shall enter into the  Registration  Rights
Agreement of even date in the form attached hereto as EXHIBIT 10.1., pursuant to
which Masanek shall receive full  registration  rights (equal to any other party
in  the  Financing,   including   without   limitation,   the  original  TechAlt
shareholders, the Sunrise Investors, Sunrise Securities Corp., and Excipio Group
SA) to (i) all of his shares of common  stock in TechAlt  (4,676,560),  (ii) the
common stock shares  issuable upon exercise of the Masanek Warrant and (iii) the
common  stock  shares  issuable  upon  conversion  of  the  Secured  Convertible
Promissory Note attached hereto as EXHIBIT 6.2A.

                                   ARTICLE XI

                             RIGHT OF FIRST REFUSAL

11.1 On the Execution  Date,  TechAlt,  Masanek,  and Solomon shall enter into a
Right of First  Refusal  Agreement of even date in the form  attached  hereto as
EXHIBIT  11.1,  pursuant to which for a period of one (1) year from  Closing (a)
Masanek shall have a right of first refusal to purchase the Solomon Shares,  and
(b)  Solomon or  TechAlt  shall have a right of first  refusal to  purchase  the
Masanek Shares and the TechAlt common stock shares issuable upon (i) exercise of
the Masanek  Warrant and (ii) conversion of the Secured  Convertible  Promissory
Note.


                                     - 17 -
<PAGE>

                                   ARTICLE XII

                     SBD INVENTORY AND INTELLECTUAL PROPERTY

12.1 Upon  Closing,  and pursuant to the  Assignment  and Bill of Sale  attached
hereto as EXHIBIT 12.1, SBD shall sell,  transfer,  and assign all right, title,
and interest in and to all SBD intellectual property and completed inventory and
new work in progress  related to the SBD System as set forth on  SCHEDULES A and
B, a description  of which is contained in the  Assignment and Bill of Sale (the
"SBD  System").  SBD shall  retain and the  Defendants  waive any and all right,
title and  interest  to all other  assets of SBD not  specified  in  Schedule A,
including without  limitation,  intellectual  property rights not related to the
SBD System.

                                  ARTICLE XIII

                     RIGHT OF MASANEK TO CERTAIN INFORMATION

13.1 For as long as Masanek is (a) a shareholder owning, either personally or as
majority shareholder in a separate entity owning, five percent (5%) of TechAlt's
issued common stock or its successor  and/or assign,  or (b) owed any sums under
the Secured Convertible Promissory Note, Masanek shall have the right to receive
all documents  and  information  that all  directors of TechAlt would  otherwise
receive,  including  without  limitation,  to the extent that such documents are
created or exist or such information has been physically documented or otherwise
recorded for purposes separate from the obligation created in this Section 13.1,
all  notices  of  board  meetings,  board  minutes,  correspondence,   financial
statements,  monthly statements of operation,  including without  limitation,  a
balance  sheet,  an income and expense  statement,  a statement  of cash flow, a
sales  information  report,  purchase  orders and  invoices,  a schedule of aged
accounts  receivables and payables,  a comparison of actual operating results to
the approved budget for such month and year to date,  together with a projection
of the  remainder  of the year,  and  strategic  plans.  All such  documents  or
information actually provided to all existing directors will also be provided to
Masanek upon request by Masanek. In addition, all other documents or information
that all directors  would receive  which Masanek  requests  shall be provided to
Masanek within two (2) business days of such request.


                                     - 18 -
<PAGE>

13.2  Masanek  hereby  expressly  agrees  and  understands  that  certain of the
documents and information that may be disclosed  pursuant to Section 13.1 may be
material,  highly  confidential  and  not  available  to the  investing  public,
shareholders  and/or  consultants  of  TechAlt  and may be  considered  "inside"
information (the "Confidential Information").  Further, United States securities
regulations,  which regulate  transactions in corporate  securities  (stocks and
bonds),  impose severe sanctions against the use of "inside"  information in the
purchase and sale of securities by "insiders" of a company for their own benefit
and profit.  "Inside" information  includes any material non-public  information
which might be a factor in a decision to buy or sell a particular  security.  By
virtue of the disclosure of the Confidential  Information,  not only may Masanek
be considered an "insider",  but family members,  friends,  brokers or anyone to
whom the  information is  communicated  by Masanek may be deemed an "insider" as
well. "Securities" include not only those of TechAlt, but also the securities of
any company of which Masanek has acquired material,  non-public information as a
result of Masanek's  information rights pursuant to Section 13.1. Masanek hereby
agrees that he shall retain in confidence all such Confidential  Information and
shall prevent  disclosure of such  Confidential  Information  to third  parties.
These restrictions shall not apply to Confidential Information which: (a) at the
time of  disclosure is available to the public  through no fault of Masanek;  or
(b) is required to be  disclosed  pursuant to judicial  process,  court order or
administrative request; provided,  however, that Masanek shall notify TechAlt of
any such  process,  order or  request  sufficiently  prior  to  disclosing  such
Confidential Information so as to permit TechAlt to seek a protective order.


                                     - 19 -
<PAGE>

13.3 Masanek shall  receive  notice of and have the right to attend all Board of
Director  meetings of TechAlt.  Notwithstanding  the same,  Masanek shall not be
entitled to  participate in said meetings and is prohibited  from  possessing or
using  during such  meetings any  recording  device or  stenographic  or similar
equipment,  but may  attend  solely in the  capacity  as an  observer  and shall
otherwise  have no voting power at any such meetings and shall not be considered
with respect to attendance taking or quorum calculating purposes.

                                  ARTICLE XIV

                              FINDER FEE TO MASANEK

14.1 In the event  Masanek  locates any buyer  acceptable to TechAlt in its sole
and absolute  discretion  which buyer  acquires  TechAlt  ("Acquisition"),  upon
closing of said Acquisition, Masanek shall receive a ten percent (10%) fee equal
to the total consideration  received by or to be received directly or indirectly
by TechAlt, its shareholders,  affiliates and/or subsidiaries  ("Consideration")
in such  Acquisition  (the "Finder Fee"),  which Finder Fee shall be paid in one
lump sum by wire  transfer  or  cashier's  check made  payable to Masanek or his
assignee upon the closing.

14.2 For purposes of this Agreement  "Acquisition"  shall mean any sale or other
disposition of TechAlt,  including but not limited to, a merger,  consolidation,
recapitalization,  corporate  restructuring  or other  business  combination  of
TechAlt or a transfer or option to  transfer  all or any portion of the stock or
assets of TechAlt to any person or entity.

14.3 For  purposes  of this  Agreement,  "Consideration"  shall mean cash,  cash
equivalents, equity retained, securities, notes made to TechAlt or its successor
beneficiaries,  liabilities  assumed by purchasers,  earnouts,  royalties,  real
property  sold or  leased,  equipment  and/or  intellectual  properties  sold or
leased,  or employment  management,  or consulting  agreements in excess of fair
market rates,  payments in respect of  non-competition  agreements  and stock or
other securities that are received in exchange for TechAlt's stock or assets.


                                     - 20 -
<PAGE>

                                   ARTICLE XV

                                 ATTORNEYS' FEES

15.1 Pursuant to Article 6.1 of this Agreement,  TechAlt shall pay the amount of
One Hundred Sixty Five Thousand and no/Dollars ($165,000.00) as payment of SBD's
and Masanek's attorneys' fees as follows: (a) $140,000 at Closing as part of the
Closing  Payments as defined in the Escrow  Agreement  and (b) $25,000  which is
included as part of the Secured Convertible Promissory Note.

15.2 SBD and  Masanek  shall be  responsible  for and pay the  balance  of their
attorneys' fees and costs arising out of this Litigation.

15.3  TechAlt,  and  Technology  shall  be  responsible  for and pay  their  own
respective  attorneys'  fees arising out of the Litigation and TechAlt is hereby
permitted to pay all the attorneys' fees and costs of Solomon in connection with
or arising out of the Litigation.

                                   ARTICLE XVI

                                 CONFIDENTIALITY

16.1 The terms of this  Agreement  and the  Related  Agreements,  as well as all
communications  between the parties regarding settlement of the Litigation,  the
facts  underlying the  Litigation,  and all claims that were filed or could have
been filed in the Litigation, shall be kept strictly confidential by the parties
and shall not be disclosed by them to any third  parties,  except (a) to lawyers
and  financial  advisors  retained by the  parties,  for which  advance  written
consent is not required; (b) to the extent that the above referenced information
is  public  knowledge  due to  reporting  to SEC and  other  federal  and  state
governmental  agencies  and  units;  or (c) to the  extent  such  disclosure  is
required pursuant to lawful subpoenas,  decrees, governmental regulations, or as
required  testimony in a legal  proceeding or proceedings.  Notwithstanding  the
foregoing,  any party  compelled to disclose  such  information  under (c) above
shall take all  reasonable  actions to provide the other  parties with notice of
such requested  disclosure at least ten (10) days  ("Disclosure  Notice") before
actual  disclosure of such  information,  or as soon as practicable in the event
that the Court,  via court order,  or subpoena,  shall compel such disclosure of
information in less than 10 days.


                                     - 21 -
<PAGE>

                         ARTICLE XVII NON-DISPARAGEMENT

17.1 For a period of three (3) years  after the  Closing,  none of the  parties,
shall disparage or make any negative  comment or innuendo  relating to any party
or their  respective  family,  attorneys,  financial  advisors,  company  or its
affiliates,   predecessors,   officers,   directors,   employees,   agents   and
representatives.

                                  ARTICLE XVIII

                                 MUTUAL RELEASES

18.1 In exchange for the  consideration  herein,  Plaintiffs  and  Defendants do
hereby  mutually  remise,  release  and forever  discharge  each other and their
respective  families,   spouses,  heirs,  legatees,   beneficiaries,   devisees,
trustees,   participants,   personal   representatives,    executors,   estates,
accountants,  financial  advisors  (including,  by way of  example,  but without
limitation,  David Coloris and his agents and  representatives,  Excipio  Group,
S.A.  and its agents and  representatives,  Sunrise  Securities  Corp.,  and its
agents and  representatives,  Michael McGee, Lois McGee, the Investors and their
agents  and  representatives,  the  Appleton  Group,  LLC  and  its  agents  and
representatives  and Ted Phillips) ,  attorneys,  agents,  servants,  employees,
predecessors,  successors,  subsidiaries,  affiliates, holding companies, parent
companies,  related  companies  and  divisions,  assigns,  officers,  directors,
shareholders,  and  representatives,  in  both  their  official  and  individual
capacities, of and from all claims, debts, dues, liabilities,  obligations,  and
causes of action of every kind and nature  whatsoever that they have or may have
against  each  other  because  of  anything  done or omitted to be done from the
beginning of the world to the date of this  Agreement,  and  particularly of and
from any and all claims, debts, dues,  liabilities,  obligations  (including any
and  all  debts,  dues,  liabilities,  and  obligations  arising  out  of  or in
connection  with either  SBD's  and/or  Masanek's  arrangements  and/or  working
relationship  with Technology,  Solomon and/or TechAlt at any time prior hereto)
or causes of action  ("Claims")  arising by and  between  any of the  parties by
virtue of the facts as alleged in the Litigation,  including without limitation,
(a) all Claims  alleged,  pleaded or which could have been alleged or pleaded or
otherwise related to the Litigation,  including without  limitation,  all Claims
arising out of any confidentiality agreement,  and/or (b) all Claims which could
have been alleged or pleaded in any other litigation,  administrative proceeding
or any other legal proceeding  between the parties,  whether in law or in equity
or before administrative  agencies or departments,  arising from, related to, or
in any way connected with,  directly or indirectly,  (i) any parties' actions or
inactions, including without limitation, actions or inactions, as a shareholder,
officer, director, and/or employee of TechAlt, Technology,  and/or SBD, (ii) the
parties'  various  relationships  with each other,  (iii) the  various  parties'
status  as  officers,  directors,  shareholders  and/or  employees  of  TechAlt,
Technology, and/or SBD, and (iv) the cessations of those relationships.


                                     - 22 -
<PAGE>

18.2 The parties intend hereby to release all unknown and unanticipated injuries
and  damages,  if any, and in signing  this  Agreement  have not relied upon any
representations  made by any person or party or the agent of any person or party
hereby released.

18.3 The parties  acknowledge  and agree that this  release does not release any
and all rights,  claims or obligations created by this Agreement and the Related
Agreements or any Claims that accrue or arise after the Closing.

18.4 EACH OF THE PARTIES WAIVE AND  RELINQUISH  ALL RIGHTS AND BENEFITS THEY MAY
HAVE UNDER ANY FEDERAL OR STATE LAW PROVIDING  GENERALLY THAT A GENERAL  RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THEY DO NOT KNOW OR SUSPECT EXIST IN THEIR FAVOR
AT THE  TIME OF  EXECUTING  THE  RELEASE,  WHICH  IF  KNOWN  BY THEM  MUST  HAVE
MATERIALLY AFFECTED THEIR SETTLEMENT.


                                     - 23 -
<PAGE>

                                   ARTICLE XIX

                                FURTHER FINANCING

The  parties  agree that  subsequent  to  Closing,  the  Parties  shall have the
opportunity to obtain additional funding as follows:

19.1 In the event the Closing Payments are received on or before 5:00 p.m. (CST)
on December 15, 2004,  TechAlt  shall have until 5:00 p.m.  (CST) on January 15,
2005 to receive at least One Million Five Hundred Thousand Dollars  ($1,500,000)
("Investment")  from the current  investors  ("Sunrise  Investors"),  party with
TechAlt to that  certain  Securities  Purchase  Agreement,  Registration  Rights
Agreement,  Warrants,  Additional  Warrants  and  Additional  Investment  Rights
entered  into on or around  August 24, 2004 or from one or more other  investors
provided  financing  terms are "equal to or better"  than the  Sunrise  Investor
financing  described  on  EXHIBIT  19.1,   including  without  limitation,   the
additional investors who have made commitments to invest up to $750,000 pursuant
to the terms of the Transaction  Agreements ("Other  Investors"),  (the "TechAlt
Financing").  The  Investment  shall be determined on the aggregate  investments
made by the Sunrise Investors and Other Investors subsequent to the Closing (and
after the Closing Payments). TechAlt agrees that it will not accept more than an
aggregate of four million seven hundred fifty thousand  dollars  ($4,750,000.00)
pursuant  to the TechAlt  Financing  without  Masanek's  written  consent.  This
$4,750,000  limit shall be determined as the aggregate  investments  made by the
Sunrise  Investors and Other  Investors at all times to TechAlt  through January
15, 2005.

19.2 In the event of the  Closing,  but  TechAlt  does not  receive  the TechAlt
Financing  on or before  5:00  p.m.  (CST) on  January  15,  2005 (the  "Sunrise
Financing  Deadline"),  Masanek  shall  have the  right to  present  to  TechAlt
financing  sources  other than the Financing  through the Sunrise  Investors and
Other  Investors  pursuant to the  Transaction  Agreements  ("Outside  Financing
Sources"),  which  Outside  Financing  Sources  shall be accepted by TechAlt and
Solomon  provided  the terms  offered by such Outside  Financing  Sources are on
"equal or  better  terms"  as those  set  forth on  EXHIBIT  19.1 and are not in
violation of any federal or state law or regulation.


                                     - 24 -
<PAGE>

19.3 Within seven (7) days of Closing,  TechAlt shall deliver to Masanek for due
diligence  purposes the documents  identified on EXHIBIT 19.3 for the purpose of
Masanek obtaining possible Outside Financing Sources,  and subsequent to Closing
and until TechAlt obtains TechAlt  Financing,  TechAlt will respond to Masanek's
reasonable requests for additional  diligence as necessary for Masanek to secure
an Outside Financing Source.

19.4 For a period of two (2) years  after the  Closing,  and  subsequent  to any
TechAlt Financing or financing  provided pursuant to Outside Financing  Sources,
in the event TechAlt intends to enter into any financing agreement, whether debt
or  equity  ("Subsequent  Financing  Agreement"),  prior  to  entering  into  or
finalizing  such  agreement,  TechAlt shall first give Masanek written notice of
TechAlt's  intent  to  seek to  obtain  or  enter  into a  Subsequent  Financing
Agreement,  including in said notice all the relevant  terms of such  financing.
Masanek shall have the right to present  proposals for such financing within the
time frames set by TechAlt and to present terms for such financing. In the event
third parties present terms,  Masanek shall have ten (10) business days ("Notice
Period") from the receipt of TechAlt's notice of such third party terms in which
to determine if Masanek or his designee can offer  financing  for the benefit of
TechAlt at better  terms than the best offer  presented  ("Subsequent  Financing
Matching  Right").  If  Masanek  desires  to execute  his  Subsequent  Financing
Matching  Right,  he shall do so by  delivering  written  notice of  exercise to
TechAlt at any time prior to  expiration of the Notice  Period.  In the event of
Masanek's  exercise of the Subsequent  Financing  Matching Right,  TechAlt shall
take any and all  reasonable  steps to enter  into  the  financing  obtained  by
Masanek.


                                     - 25 -
<PAGE>

                                   ARTICLE XX

                                ESCROW AGREEMENT

20.1  Contemporaneously  with the  execution of this  Agreement  and the Related
Agreements,  the Parties shall execute the Escrow Agreement,  a copy of which is
attached hereto as EXHIBIT 20.1, which provides that this Agreement, the Related
Agreements and the Agreed Order (see EXHIBIT 6.1) shall be deposited into escrow
and subject to the terms of the Escrow Agreement.

                                   ARTICLE XXI

                                  MISCELLANEOUS

21.1 Waiver. The failure of any party to exercise any right or remedy given such
party under this Agreement and/or the Related Agreements or otherwise  available
to such  person  or  party,  no  failure  of any  party to  insist  upon  strict
compliance by any other party with its obligations  hereunder,  and no custom or
practice of the parties in variance  with the terms hereof,  shall  constitute a
waiver of any party's  right to demand exact  compliance  with the terms hereof,
unless such waiver is set forth in writing and executed by such party.

21.2 Successors and Assigns.  The terms of this Agreement and Related Agreements
shall be binding upon and inure to the benefit of the respective spouses, heirs,
estates, affiliates, successors, assigns, and representatives of the parties.

21.3 Entire Agreement;  Amendments. This Agreement (together with all documents,
exhibits,  and instruments being entered into concurrently  herewith,  including
without limitation,  the Related Agreements),  contains the entire agreement and
understanding  among the parties  hereto  relating to the subject matter hereof,
and supercedes all prior or previous written and oral negotiations, commitments,
and writings with respect to the subject  matter  hereof.  This Agreement may be
amended only by written instrument signed by each and every party hereto.


                                     - 26 -
<PAGE>

21.4  Validity;Severability.  In the event any  provision  or any portion of any
provision  of this  Agreement  and/or  Related  Agreements  is held  invalid  or
unenforceable as applied to any facts or circumstances, the remaining provisions
and portions of this Agreement and/or Related Agreements, and the same provision
as applied to any other facts or circumstances shall not be affected or impaired
thereby, and shall remain valid and enforceable.

21.5  Applicable  Law.  This  Agreement  shall  be  governed  and  construed  in
accordance  with  the  internal  laws and  judicial  decisions  in the  State of
Illinois.

21.6 Jurisdiction;  Exclusive  Jurisdiction.  All parties agree that the Circuit
Court of Cook County in Chicago,  Illinois and/or the Northern District Court of
Illinois  shall be the venue and  exclusive  proper forum in which to adjudicate
any and all controversies arising directly or indirectly in connection with this
Agreement and/or Related  Agreements,  and the parties further agree that in the
event of any  litigation  arising out of or in  connection  with this  Agreement
and/or  the  Related  Agreements,   they  will  not  contest  or  challenge  the
jurisdiction of either court; provided,  however, any injunction obtained by the
parties pursuant to a breach of this Agreement and/or the Related Agreements may
be enforced in any court in the United  States,  without regard to choice of law
principles.

21.7  Integration  of Related  Agreements.  All the terms and  conditions of the
Related Agreements are hereby incorporated and made a part of this Agreement. In
the event of any  conflict of any term or provision  of this  Agreement  and the
Related Agreements, the terms and provisions of this Agreement shall control.

21.8  Counterparts/Facsimiles.  This Agreement may be executed in  counterparts.
For  purposes of  negotiating  and  finalizing  this  Agreement,  any  documents
transmitted  by  facsimile  shall be treated  in all  manner  and  respect as an
original  document.  Faxed  signatures  shall be  treated  the same as  original
signature pages.


                                     - 27 -
<PAGE>

21.9  Capacity.  Each  party  hereto  expressly  acknowledges,  represents,  and
warrants that he, she or it has voluntarily executed this Agreement. Each person
signing this Agreement further represents and warrants that he, she or it has or
possesses  the full  right,  power,  authority  and  capacity  to  execute  this
Agreement  on behalf of his or her  respective  party and to bind said  party to
this  Agreement,  that  this  Agreement  does not  conflict  with  any  material
agreements of such party,  and that this Agreement is  enforceable  against such
party in accordance with its terms.

21.10  Further  Assurances/Cooperation.  Each of the parties  agrees that at any
time after the execution of this Agreement, he, she or it will take such actions
and execute and deliver such  documents and  instruments  as any other party may
reasonably require to confirm or give effect to the provisions and terms of this
Agreement and the Related Agreements.

21.11  Full  Knowledge,  Consent  and  Voluntary  Signing.  The  parties  hereto
acknowledge that each has been given a reasonable time in which to consider this
Agreement,  and that each has read this  Agreement  and  fully  understands  its
meaning and intent, and that each understands its legal  consequences,  and each
agrees to all of the terms of this  Agreement  and is  voluntarily  signing this
Agreement.

21.12 Attorneys' Fees. The non-prevailing  party in any action arising out of or
relating  to this  Agreement  and/or the  Related  Agreements  agrees to pay all
reasonable  attorneys'  fees,  costs,  and expenses  that may be incurred by the
prevailing  party in enforcing  the terms of this  Agreement  and/or the Related
Agreements  together with attorneys' fees and costs  reasonably  incurred in the
collection of any judgments  arising out of or relating to this Agreement and/or
Related Agreements.


                                     - 28 -
<PAGE>

21.13  Notice.  Any notice,  consent,  waiver,  or other  communication  that is
required or permitted hereunder shall be sufficient if it is in writing,  signed
by or on behalf of the party  giving  such  notice,  consent,  waiver,  or other
communication,  and  delivered  personally,  by mail or by  Federal  Express  or
similar overnight courier, postage prepaid, facsimile, and if by mail, certified
or registered,  to the addresses set forth below,  or to such other addressee or
address as shall be set forth in a notice given in the same manner:

                If to:                    SERVICES BY DESIGNWISE, LTD.
                                          Attn: Paul Masanek
                                          5250 Cleveland Street
                                          Skokie, IL  60077
                                          Fax: (847) 673-3539

                With a copy to:           Piccione, Keeley & Associates, Ltd.
                                          Attn: Mr. Patrick C. Keeley
                                          122C South County Farm Road
                                          Wheaton, IL  60187
                                          Fax:  (630) 653-8029

                If to:                    Paul Masanek
                                          5250 Cleveland Street
                                          Skokie, IL 60077
                                          Fax: (847) 673-3539

                With a copy to:           Piccione, Keeley & Associates, Ltd.
                                          Attn: Mr. Patrick C. Keeley
                                          122C South County Farm Road
                                          Wheaton, IL  60187
                                          Fax:  (630)-653-8029

                If to:                    TECHALT, INC.
                                          Attn: James E. Solomon
                                          3311 N. Kennicott Ave., Suite A
                                          Arlington Heights, IL 60004
                                          Fax:  (847) 398-1692

                With a copy to:           The Otto Law Group, PLLC
                                          Attn: David Otto
                                          900 Fourth Avenue, Suite 3140
                                          Seattle, WA 98164
                                          Fax:  (206) 262-9513


                                     - 29 -
<PAGE>

                If to:                    James E. Solomon
                                          3311 N. Kennicott Ave., Suite A
                                          Arlington Heights, IL 60004
                                          Fax:  (847) 398-1692

                With a copy to:           Michael James Lightfoot, Esq.
                                          680 Lions Drive
                                          Lake Zurich, IL 60047
                                          Fax:  (847) 550-9591

                If to:                    Technology Alternatives, Inc.
                                          3311 N. Kennicott Ave., Suite A
                                          Arlington Heights, IL 60004
                                          Fax:  (847) 398-1692

                With a copy to:           David Kaufman, Esq.
                                          David A. Kaufman and Associates
                                          555 Skokie Boulevard, Suite 5000
                                          Northbrook, IL 60062
                                          Fax:  (847) 480-5740

21.14 Notice shall be deemed given upon delivery if delivered personally, on the
next day if delivered by an overnight carrier,  or three (3) days after the date
of  postmark  if  deposited  in the  U.S.  Mail for  delivery  by  certified  or
registered mail, return receipt requested,  postage prepaid,  addressed, or upon
transmission  if it has been given by facsimile  between 9:00 a.m. and 5:00 p.m.
central time, Monday through Friday.

21.15 Dismissal of Litigation.  Within seven (7) days following the Closing, the
parties  shall take all  necessary  action to ensure the entry of a court  order
dismissing the Litigation with prejudice and without attorneys' fees or costs to
any party except to the extent provided in this Agreement.

21.16  Assignment  of Rights.  No Party may assign any of its rights  under this
Agreement  without the prior  consent of the other  Parties,  which shall not be
unreasonably withheld.  Subject to the preceding sentence,  this Agreement shall
apply to, be  binding  in all  respects  upon,  and inure to the  benefit of the
successors and permitted  assigns of the Parties.  Nothing expressed or referred
to in this  Agreement  shall be  construed  to give any  person  other  than the
Parties to this Agreement any legal or equitable right,  remedy,  or claim under
or with respect to this  Agreement  or any  provision  of this  Agreement.  This
Agreement  and  all of its  provisions  and  conditions  are for  the  sole  and
exclusive  benefit of the Parties to this  Agreement  and their  successors  and
assigns.


                                     - 30 -
<PAGE>

21.17 Further  Assurances and Execution of Additional  Agreements.  From time to
time following the consummation of this Agreement, the Parties shall execute and
deliver,  or cause to be executed and  delivered,  to the other such  additional
instruments  and  agreements as such party may  reasonably  request or as may be
otherwise necessary or desirable to carry out the purposes of this Agreement and
the Related Agreements.

21.18 Governance.  Upon Closing, this Agreement and the Related Agreements shall
govern all  relationships,  duties and obligations among the parties hereto with
respect to the Litigation and the settlement  contemplated by this Agreement and
the Related  Agreements and any  additional or conflicting  terms and conditions
contained in any document other than this Agreement, the Related Agreements,  or
other agreements  contemplated by this Agreement  and/or the Related  Agreements
are of no force and effect.

                             SIGNATURE PAGE FOLLOWS


                                     - 31 -
<PAGE>

TECHALT, INC.                             SERVICES BY DESIGNWISE, LTD.


By: ______________________                By: _________________________

Its: _____________________                Its: _________________________


TECHNOLOGY ALTERNATIVES, INC.


By:      _________________________

Its:     _________________________


-------------------------                 -----------------------
James E. Solomon, individually            Paul Masanek, individually


                                     - 32 -

</TEXT>
</DOCUMENT>
