24HOLDINGS INC
SETTLEMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>3
<FILENAME>a93554_ex10-11.txt
<DESCRIPTION>SETTLEMENT AGREEMENT
<TEXT>
WITHOUT PREJUDICE and SUBJECT TO CONTRACT                               21/03/03

THIS AGREEMENT is made the Twenty-first day of March 2003

BETWEEN

(1)  Lapland UK Ltd. (Reg. No. 02520180) ("Lapland");

(2)  Mobile Planet Ltd. (Reg. No. 02687500) ("Mobile");

(3)  Cyberia (UK) Ltd. (Reg. No. 03438944) ("Cyberia");

(4)  24Holdings Inc., a USA corporation;

together hereinafter the Corporate Parties

(5)  Mr. Michael Neame ("Mr. Neame");

(6)  Mr. Larsake Sandin ("Mr. Sandin");

(7)  Mr. Lennart Orkan ("Mr. Orkan");

(8)  Mr. Roger Woodward ("Mr. Woodward");

(9)  Mr. Urban von Ueler ("Mr. von Ueler");

(10) Mr. Akbar Seddigh ("Mr. Seddigh");

together hereinafter "the Individual Parties"

(11) 24Store (Europe) Ltd. (Reg. No. 03605559) ("the Company"); and

(12) Mr. Martin Clarke ("you"/"your")

WHEREAS

(A)  You are party to the following agreements:

     l.   A Share Sale and Purchase Agreement dated 18th September 1998 made
          between you, Mr. Neame and Infinicom AB ("Infinicom");

     2.   A Supplemental Agreement dated 2nd November 1998 made between you, Mr.
          Neame and Infinicom;

     3.   A Deed relating to taxation dated 2nd September 1998 made between you,
          Mr. Neame, Infinicom, Lapland, Mobile and Cyberia;

     4.   A Share Sale and Purchase Agreement dated 6th May 1999 made between
          you, Mr. Neame, the Company and Infinicom;

<PAGE>

     5.   A Deed of Subscription, Amendment and Release dated 31st March 2000
          made between you, Mr. Neame, the Company, 24Holdings and Infinicom;

     6.   An Option Agreement dated 31st March 2000 made between you and
          Infinicom;

     7.   A Subscription Agreement dated 31st March 2000 made between you and
          24Holdings

     All hereinafter "the Contracts"

(B)  You were employed by the Company and that employment terminated on 17th
     July 2002 ("the Termination Date) by reason of redundancy;

(C)  You assert various claims against the Company arising out of the
     termination of your employment;

(D)  the Company is entering into this agreement for itself and in trust for
     each of its Associated Companies, with the intention that each such company
     will be entitled to enforce it directly against you;

(E)  the Company is authorized to execute this Agreement on its own behalf and
     on behalf of each of the Corporate Parties and each of the Individual
     Parties

NOW IT IS AGREED as follows:

1.   Definitions and Interpretations

1.1  In this Agreement;

     "the Adviser" means: Mr. Nicholas Bowers of Clarke & Son, solicitors

     "Associated Company" means any of the Corporate Parties and/or any
     associated company (within the meaning of the Income and Corporation Taxes
     Act 1988 Section 416(1)) of 24Store;

     "the Complaints" are unfair dismissal, wrongful dismissal, breach of
     contract, unlawful deduction from wages;

     "Confidential Information" means any trade secrets or other confidential
     information relating to the business of the Company and any Associated
     Company, including but not limited to secrets and information relating to
     plans, forecasts, budgets, strategies, accounts, finances, intellectual
     property, products, services, prospective products, prospective services,
     terns of business and terms of employment of the Company or any Associated
     Companies and any of its or their dealings transactions or affairs or any
     such confidential information or trade secrets concerning or relating to
     its or their suppliers agents, customers/clients, potential
     customers/clients, consultants, servants, employees or officers;

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     "the Exceptions" means:

     (a)  any claim against the Company for personal injury of which you are not
          aware at the date of this Agreement, other than a claim framed as
          arising directly or indirectly out of or connected with any claim
          referred to in clause 4.1;

     (b)  any claim solely founded on an alleged breach of any of the Contracts
          which you have or may have against any of the Corporate Parties or
          against their officers servants or agents.

          "the Legal Expenses" means:           (pound) 750.00 + VAT

          "the Severance Payment" means:        (pound) 30,000.00

          "the Further Payment" means:          (pound) 15,000.00

          "the Statutory Claims" means any claim which could be brought before
          an Employment Tribunal or a Court of Law pursuant to Article 119 of
          the Treaty of Rome, the Equal Pay Act 1970, the Sex Discrimination Act
          1975, the Race Relations Act 1976, the Wages Act 1986, the Employment
          Act 1988, the Trade Union and Labour Relations (Consolidation) Act
          1992, the Trade Union Reform and Employment Rights Act 1993, the
          Disability Discrimination Act 1995, the Employment Rights Act 1996,
          the Working Time Regulations 1998, the National Minimum Wage Act 1998,
          the Human Rights Act 1998, the Employment Relations Act 1999, the
          Transnational Information and Consultation of Employees Regulations
          1999, the Part-Time Workers Regulations 2000 or any amendment or
          replacement or re-enactment of any such statutes or regulations.

1.2  Reference to the Company in clauses 3 and 4 of this Agreement shall, unless
     the context plainly does not permit, be deemed to include reference to the
     Company's shareholders, officers and employees and to each and every
     Associated Company of the Company, their respective shareholders, officers
     and employees.

1.3  The headings to clauses are for convenience only and have no legal effect.

1.4  Although this Agreement is marked "without prejudice", upon receipt by the
     Company of a copy of this Agreement signed by you and a letter as set out
     in Schedule 1 signed by your legal adviser, and upon the Agreement's
     execution on behalf of the Company and on behalf of the Individual Parties
     and the Corporate Parties it will thereupon constitute an open and binding
     Agreement between all the parties.

1.5  Save as otherwise set out in the Contracts, this Agreement (including
     Schedule 1) sets out the entire agreement between the you and the other
     parties hereto and supersedes all prior discussions between you and them or
     between your and their advisers and all statements, representations,
     warranties, proposals, and understandings whether oral or written.

                                      -3-
<PAGE>

2.   The Company's obligations

2.1  Subject to your continuing compliance with the terms of this Agreement, the
     Company (on its own behalf and on behalf of the Corporate Parties and the
     Individual Parties) will pay to you, without admission of liability, as
     compensation for termination of your employment and in consideration for
     your performance of your obligations and undertakings set out herein, no
     earlier than 6th April 2003 and no later than 20th April 2003 (but in any
     event no earlier than 14 days after the date of this Agreement), and having
     regard to your obligation to mitigate your losses, the Severance Payment
     and the Further Payment, less (in each case) such deductions for tax as the
     Company is obliged to make.

2.2  The Company will contribute not more than the Legal Expenses towards your
     reasonable legal costs exclusively in connection with advice and assistance
     relating to the negotiation and conclusion of this Agreement. Payment will
     be made directly to the Adviser within 28 days of receipt by the Company of
     an appropriate VAT invoice made out to you but stated to be payable by the
     Company, and stating that it relates solely to such advice and assistance
     and that the sum invoiced does not exceed the amount due to the Adviser.

2.3  The Company will not require or encourage any director of the Company or of
     any Associated Company to make or publish any untrue or misleading
     statement or comment about you nor, subject always to the Company's legal
     obligations to third parties, will it require an such director to make or
     publish any adverse statement about you.

2.4  Insofar as any assistance you provide under clause 3.6 cannot be compelled
     by a court of competent jurisdiction, the Company will pay your reasonable
     costs and expenses incurred in providing such assistance.

2.5  The Company agrees that it will, if requested by a prospective employer or
     business partner of you, provide a reference in the form of the attached
     Appendix 1, and that it will promptly respond to any supplementary requests
     for further information in a manner and in terms consistent with such
     reference. Any such requests should be addressed to Mr. Neame.

3.   Your obligations, undertakings and warranties

3.1  You warrant that (save in the proper performance of your duties to the
     Company or as may be required by law) you have not divulged or disclosed or
     made use of and will not divulge or disclose or make use of any
     Confidential Information at any time.

3.2  You undertake to keep the terms of this Agreement and all discussions and
     correspondence relating to or leading up to it confidential and not to
     disclose same to any other person except to your immediate family (and you
     undertake to use your best endeavours to ensure they make no such
     disclosure), for the purpose of taking professional advice in connection
     with this Agreement, or as required by law. In particular, you confirm that
     you have not disclosed and will not at any time disclose the

                                      -4-
<PAGE>

     terms of this Agreement to anyone known or believed by you to be an
     employee of the Company.

3.3  You undertake not to make or publish, or cause or encourage or permit to be
     made or published, any statement in relation to the Company which is untrue
     or which is intended to have or which may have the erect of damaging or
     lowering its reputation.

3.4  You undertake and warrant that at no time after the Termination Date have
     you held yourself out or will you hold yourself out as being connected with
     or representing the Company in any way.

3.5  1n consideration for the Further Payment, you undertake to comply with the
     obligations set out at clause 11 of your service agreement with the Company
     dated 6th May 1999 as if the whole of that clause and all its sub-clauses
     were incorporated within and formed part of this Agreement

3.6  Subject to clause 2.4, you undertake to provide the Company with such
     assistance as it may reasonably require in the conduct of such proceedings
     as may arise in respect of which the Company or its professional advisers
     believe you may be able to assist.

3.7  You indemnify and hold the Company harmless against all or any amounts of
     income tax or employee national insurance contributions (excluding any
     amounts stated in this Agreement to be paid by the Company but including
     any interest, penalties and/or fines in respect thereof) which may be
     assessed in respect of the payments referred to at clause 2.1 provided
     that, in the event an assessment is made on the Company which may requires
     it to pay further income tax or employee national insurance contributions,
     the Company will provide you with copies of any such assessment and will
     give you a reasonable opportunity promptly to snake representations to the
     appropriate authorities (at your expense) to reduce or extinguish such
     liability before any such payment is made.

3.8  Without in any way limiting your obligations under clause 3.7, you accept
     that you will be personally liable to account directly to the Inland
     Revenue for higher rate income tax in respect of the Severance Payment and
     the Further Payment.

3.9  In connection with the property and affairs of the Company and/or any
     supplier, agent, employee, officer, customer or client of the Company, you
     warrant that you have:

     3.9.1     returned to the Company all books, documents, papers, computer
               discs and other media in whatever format, in your possession,
               power, custody or control and not retained any copies thereof
               whether in documentary, software or any other form; and

     3.9.2     returned to the Company in good condition (fair wear and tear
               excepted) all other property including without limitation all
               credit cards and keys and any vehicle (and all documentation and
               keys relating thereto), computer or other property material or
               equipment provided to you (save for those items of equipment your
               possible purchase of which from the Company was still being
               negotiated between you and the Company at the date of this
               Agreement).

                                      -5-
<PAGE>

3.10 You warrant that you have not, as at the date of this Agreement:

     3.10.1    agreed to take employment with or provide consultancy or similar
               services to any person, firm or company, whether directly or via
               any intermediary entity; and

     3.10.2    committed any material breach of the terms of your employment,
               such that the Company would have been entitled to dismiss you
               summarily and without compensation and that, as at the date of
               this Agreement, you are not aware of any claims or causes of
               action against the Company or any Associated Company by any third
               party of which to the best of your knowledge the Company is not
               aware.

3.11 You undertake that, to the extent that you have not already done so, you
     will immediately resign from all directorships or other offices held by you
     in the Company and/or in any Associated Company, and you will immediately
     execute any deed and/or sign any document to give effect to such
     resignations.

3.12 You undertake that, immediately upon execution of this Agreement, you will
     advise the Southampton Employment Tribunals in writing that you have
     withdrawn your complaint the subject of Case No. 3103645/2002, and that you
     will promptly provide a copy of such advice to the Company's solicitors,
     Lamb Brooks of Victoria House, Winchester Street, Basingstoke RG21 7EQ.

3.13 You warrant that, save for Case No. 3103645/2002 as referred to above,
     neither you nor anybody on your behalf has instituted any proceedings
     before any Employment Tribunal or in any Court of Law anywhere in the world
     in respect of any claim in connection with your employment with the Company
     or its termination, and you undertake that, save for any claim in respect
     of the Exceptions, neither you nor anyone acting on your behalf will ever
     institute any such proceedings anywhere in the world.

3.14 You acknowledge and accept that the Company (for itself and on behalf of
     the Corporate Parties and Individual Parties) has agreed to the terms set
     out in this Agreement in reliance on your undertakings, representations and
     warranties set out herein and that, in the event of any material breach of
     same by you, the Company (on its own behalf and on behalf of the Corporate
     Parties and Individual Parties) and/or any of the Corporate Parties and/or
     any of the Individual Parties will be entitled to recover as a debt any
     payments made to you under the terms of this Agreement as well as any other
     relief as may be just or appropriate.

4.   Full and Final Settlement

4.1  Save for any claim in respect of the Exceptions, you acknowledge and accept
     that the payments made to you pursuant to this Agreement are in full and
     final settlement of all (if any) claims and rights of action of any nature
     in any jurisdiction in the world which you have or may have against the
     Company and/or any of the Corporate Parties and/or any of the Individual
     Parties and that, save as aforesaid, you have waived and surrendered all
     rights to claim against the Company or against any of the Corporate Parties
     or Individual Parties in the Employment Tribunals or any Court of Law
     anywhere in the world for damages, compensation or relief of whatever
     nature including, without limitation, any

                                      -6-
<PAGE>

     claim of wrongful dismissal or breach of contract or any other common law
     claim, or a claim of unfair dismissal, or a claim for a redundancy payment,
     or any of the Statutory Claims. All parties acknowledge that it is their
     express intention, when entering into this Agreement, that it covers all
     such claims, whether known or unknown to one or some or all or none of the
     parties, and whether or not the factual or legal basis for the claim is
     known or could have been known to one or some or all or none of the
     parties.

4.2  Save for any claim in respect of the Exceptions, you further acknowledge
     and agree that by accepting the payments made to you pursuant to this
     Agreement you have waived and foregone any rights or expectations you had
     or may have had in connection with any payment, whether existing now or
     arising in the future, under any bonus, incentive, commission or other
     scheme operated by the Company, or in respect of any director's fees and
     that, save as specifically set out in this Agreement, no other sums or
     benefits are due to you from the Company.

4.3  You acknowledge that you have received independent legal advice from the
     Adviser as to the terms and effect of this Agreement, that you are entering
     into it voluntarily without reservation and with the intention that it will
     be binding on you as a compromise agreement and otherwise, and that, having
     regard to the contents of a letter addressed to the Company by the Adviser
     in the form contained in Schedule 1 of this Agreement, the conditions
     regarding compromise agreements set out in, section 203(3) of the
     Employment Rights Act 1996 and in the corresponding provisions of the other
     legislation referred to in the Statutory Claims have been satisfied.

4.4  You also warrant the accuracy of clause 3 of the attached Certificate from
     the Adviser and acknowledge that the Severance Payment includes any
     statutory compensation to which you may be entitled and that it would not
     be just or equitable for you to receive any further compensation.

4.5  In signing this Agreement you are representing and warranting that:

     4.5.1     You have instructed the Adviser to advise you whether you have or
               may have any Statutory Claim against the Company arising out of
               or in connection with your employment or its termination;

     4.5.2     You have provided the Adviser with whatever information is in
               your possession, which the Adviser requires to advise you whether
               you have or may have any such Statutory Claim;

     4.5.3     Your only Statutory Claims or particular complaints are the
               Complaints; and

     4.5.4     The Adviser has advised you that, on the basis of the information
               available to the Adviser, you have no other Statutory Claims
               against the Company.

                                      -7-
<PAGE>

5.   Applicable Law

5.1  This Agreement will be construed in accordance with English law and the
     parties irrevocably submit to the exclusive jurisdiction of the English
     courts to settle any disputes, which may arise in connection with this
     Agreement.

SIGNED by or on behalf of the parties the day and year first before written



/s/ Michael Neame
------------------------------------
for and on behalf of 24Store (Europe) Ltd. and each of the Corporate Parties and
each of the Individual Parties to this Agreement



/s/ Martin Clarke                    Martin Clarke
------------------------------------




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