SETTLEMENT AGREEMENT AND RELEASE



                  WHEREAS, on or December 9, 1999, Plaintiff Stanton Crenshaw

Communications ("Stanton Crenshaw") filed a complaint against Defendant Power

Channel Holdings Inc. ("Power Channel") in the Supreme Court of the State of New

York, County of New York (the "Complaint"), seeking damages for an alleged

breach of contract by Power Channel; and



                  WHEREAS, Stanton Crenshaw and Power Channel are desirous of

amicably resolving this dispute without further litigation;



                  NOW THEREFORE, in consideration of the mutual covenants

contained herein and other valuable consideration, the receipt and adequacy of

which are hereby acknowledged, it is hereby stipulated and agreed by and between

Stanton Crenshaw and Power Channel as follows:



                  1. Within three (3) business days of both parties' execution

of this Settlement Agreement and Release ("the Agreement"), Power Channel shall

issue to Stanton Crenshaw 10,961 shares of common stock in Power Channel

Holdings, Inc. (the "Shares") and shall deliver certificates evidencing such

shares promptly following the execution of this Agreement. Such issuance of

Shares shall be evidenced by a Common Stock Agreement dated as of the date

hereto between the parties, which Common Stock Agreement shall provide that the

consideration for the Shares issued to Stanton Crenshaw shall be the settlement

and release of claims under this Agreement.





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                  2. Except as provided in paragraph 1, Stanton Crenshaw shall

have no further obligations to Power Channel and Power Channel shall have no

further obligations to Stanton Crenshaw.



                  3. No later than the earlier of (a) five (5) business days

after registration of the Shares pursuant to a Registration Statement, which

Registration Statement has been declared effective by the Securities and

Exchange Commission or (b) 60 days from the date of execution of this Agreement,

the parties shall dismiss the Complaint by filing with the Clerk of the Supreme

Court of the State of New York, New York County, a Stipulation of Discontinuance

with Prejudice in the form annexed.



                  4. Upon the registration of the Shares pursuant to a

Registration Statement, which Registration Statement has been declared

effective by the Securities Exchange Commission, Stanton Crenshaw releases,

acquits and forever discharges Power Channel, its parents, subsidiaries,

officers, agents, representatives and employees and all other person(s) who may

be said to have acted on its behalf, from any and all claims, charges, demands,

sums of money, actions, rights, causes of action, obligations and liabilities of

any kind or nature whatsoever, at law or in equity, which Stanton Crenshaw may

have had against Power Channel, claims to have had, now has, may claim to have

or claims to have, which were alleged or which could have been alleged in the

Complaint and/or which concern in any way Stanton Crenshaw's relationship with

Power Channel that is the subject of the Complaint, with the exception of claims

to enforce this Agreement.





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                  5. Power Channel hereby releases, acquits and forever

discharges Stanton Crenshaw, its parents, subsidiaries, officers, agents,

representatives and employees and all other person(s) who may be said to have

acted on its behalf, from any and all claims, charges, demands, sums of money,

actions, rights, causes of action, obligations and liabilities of any kind or

nature whatsoever, at law or in equity, which Power Channel may have had against

Stanton Crenshaw, claims to have had, now has, may claim to have or claims to

have, which were alleged or which could have been alleged in the Complaint

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