SETTLEMENT AGREEMENT



            SETTLEMENT AGREEMENT (this "Agreement") made and entered into on

September 26, 2005 by and among PowerHouse Technologies Group, Inc., a Delaware

corporation ("PTG"), The Wall Street Group, Inc., a New York corporation

("WSG"), and Wall Street Consultants, Inc., a New York corporation ("WSC" and

together with WSG the "WSG Parties"). (PTG, WSG, and WSC are referred to

individually and collectively as "Party" or the "Parties.")



            WHEREAS, WSG is the Claimant and PTG is the Respondent in an

arbitration proceeding pending before the American Arbitration Association, Case

No. 13 117 Y 00213 05 (the "Arbitration"), in which PTG has asserted a

counterclaim against WSG, and the Parties hereto desire to settle and terminate

the Arbitration, including all claims and counterclaims asserted therein;



            NOW, THEREFORE, in consideration of the foregoing premises and the

mutual promises hereinafter set forth, it is hereby agreed as follows:



       1. At a closing to be held on or before September 27, 2005 at the offices

of Siller Wilk LLP, 675 Third Avenue, New York, New York:



            (a) PTG shall pay to WSG the sum of $328,000 by wire transfer to a

bank account designated by WSG, or, at the option of WSG, by certified or bank

cashier's check;



            (b) PTG shall grant to WSC, which is an affiliate of WSG, a

five-year option (the "Option") for the purchase of 350,000 shares of Common

Stock



<PAGE>





of PTG, by delivering to the WSG Parties' attorneys, McElroy, Deutsch, Mulvaney

& Carpenter, LLP ("MDM&C"), an option agreement in the form annexed hereto as

Exhibit 1 (the "Option Agreement") signed by a duly authorized officer of PTG

(the signed Option Agreement may be delivered by facsimile or pdf, provided that

the original is received by MDM&C by the next business day);



            (c) The WSG Parties shall deliver to PTG a Release in the

form attached hereto as Exhibit 2 (the "WSG Release");



            (d) PTG shall deliver to the WSG Parties a Release in the

form attached hereto as Exhibit 3 (the "PTG Release");



            (e) WSG and PTG shall execute a Stipulation in the form attached

hereto as Exhibit 4 (the "Stipulation") dismissing the Arbitration with

prejudice and without costs by any Party as against another; and



            (f) Until the funds referred to in paragraph 1(a) have been received

in WSG's account and the original Option Agreement has been received by MDM&C,

MDM&C shall hold the Option Agreement, the WSG Release, the PTG Release and the

Stipulation in escrow. Immediately after such funds are received in WSG's

account and the original Option Agreement is received by MDM&C, MDM&C shall (i)

deliver the Option Agreement to WSC, (ii) deliver the WSG Release to PTG, (iii)

deliver the PTG Release to WSG and (iv) deliver to PTG the Stipulation signed by

MDM&C for filing with the American Arbitration Association, and WSG and PTG

shall execute such other documents as shall be necessary to effect the dismissal

of the Arbitration.



                                       -2-



<PAGE>



      2. Without admitting or denying whether the Stock Option Agreement, dated

April 1, 2003, between Agate Technologies Inc. (now known as PTG) and WSC (the

"2003 Stock Option Agreement") is a valid or enforceable agreement, the Parties

agree that, upon completion of the closing referred to in paragraph 1, the 2003

Stock Option Agreement shall be terminated, cancelled and be deemed null and

void.



      3. This Agreement is not intended to be and shall not be deemed to be an

admission of liability or of any fact by any of the Parties.



      4. The Parties acknowledge that they are subject to the terms of a

Confidentiality Agreement, dated as of September 15, 2005 (the "Confidentiality

Agreement"), by and among the Parties.



      5. In connection with the issuance of the Option, PTG represents

and warrants to the WSG Parties as follows:



         (a) PTG has delivered to the WSG Parties or their attorneys a true and

complete copy of the Common Stock and Warrant Purchase Agreement, dated as of

September 21, 2005, by and between PTG and Cordillera Fund, L.P., including the

Disclosure Schedule referred to therein (the "Delivered Purchase Agreement").

The terms and provisions of Section 4 of, and the Disclosure Schedule to, the

Delivered Purchase Agreement are the same as the terms and provisions of Section

4 of, and the Disclosure Schedule to, each of the other purchase agreements in

like form simultaneously entered into by PTG with the



                                      -3-

<PAGE>



Other Purchasers (as such term is defined in Section 2 of the Delivered Purchase

Agreement).



            (b) PTG has delivered to the WSG Parties or their attorneys a copy

of a "Common Stock Offering" term sheet received by PTG on August 1, 2005

describing some of the proposed terms of the financing which were subsequently

modified and incorporated into the Delivered Purchase Agreement.



            (c) Each of PTG's representations and warranties in Section 4 of the

Delivered Purchase Agreement, subject to the qualifications and limitations set

forth therein, are hereby deemed made by PTG to the WSG Parties as if addressed

to them, provided that this paragraph 5(c) does not apply to PTG's covenants and

obligations in Section 4 of the Delivered Purchase Agreement.



      6. In connection with WSC's receipt of the Option, each of the WSG Parties

represents and warrants to PTG as follows:



            (a) It is an "accredited investor" within the meaning of Rule

501(a)(8) of Regulation D under the Securities Act of 1933, as amended.



            (b) It is knowledgeable, sophisticated and experienced in making

investment decisions such as that involved in acquiring the Option, and has

requested, received and reviewed all information it deems relevant in making an

informed decision to acquire the Option, including, without limitation, the

documents referred to in paragraphs 5(a) and 5(b) above and the reports and

documents filed by PTG with the U.S. Securities and Exchange Commission which

are referred to in Section 4.19 of the Delivered Purchase Agreement.



                                       -4-



<PAGE>



            (c) WSC is acquiring the Option for its own account for investment

and with no present intention of distributing the Option or the shares issuable

upon the exercise thereof.



      7. Nothing contained in this Agreement or in the Releases provided for in

paragraphs 1(c) and 1(d) shall release any of the Parties from its obligations

under this Agreement.



      8. All notices and other communications hereunder shall be in writing and

shall be deemed complete and to have been sufficiently given if mailed by

Certified or Registered Mail, Return Receipt Requested, addressed as follows:



                To PTG:



                PowerHouse Technologies Group, Inc.

                555 Twin Dolphin Drive

                Suite 650

                Redwood City, CA 94065



                Attention: Mr. Jay Elliot, CEO



                With a copy to:



                Stephen D. Hoffman, Esq.

                Siller Wilk LLP

                675 Third Avenue

                New York, NY 10017-5704



                To WSG and WSC:



                The Wall Street Group, Inc.

                32 E. 57th Street

                New York, NY 10022



                Attention: Mr. Donald Kirsch



                                      -5-



<PAGE>



            With a copy to:



            I. Michael Bayda, Esq.

            McElroy, Deutsch, Mulvaney & Carpenter, LLP

            88 Pine Street

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC