The following is the text of the Trustee's Settlement Agreement with Zane Balsam and related parties:

AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into as of this ____ day of June, 2000 by and between (a) John W. Kozyak as Chapter 11 Trustee (the "Trustee" of Financial Federated Title & Trust, Inc. ("FinFed") and (b) Zane Balsam ("Balsam") Jill Balsam ("Mrs. Balsam"), Ruth Balsam, ELS Group, Inc., a Florida corporation, Secure Transaction International Corporation, a Florida corporation, Real-Time Processing, Inc. f/k/a Real Time Encrypton, Inc., a Florida corporation, Real Time Security, Inc., a Florida corporation, Virtual Motion Software Development, Inc., a Florida corporation, Minute Communications, Inc., a Florida corporation, Tidal Wave Associates, Ltd., an Ontario corporation and the Virtual Family Trust, a Florida limited partnership (collectively the "Settling Parties").

Recitals

A. FinFed, together with various related individuals and entities has been indicted for conspiracy and fraud, as well as other crimes, in connection with the Ponzi scheme.

B. Various creditors filed an involuntary bankruptcy petition against FinFed on October 7, 1999.

C. The United States Trustee appointed John W. Kozyak as Chapter 11 Trustee ("Trustee") on October 28, 1999. The Bankruptcy Court confirmed the Trustee's appointment on November 5, 1999.

D. An Order for Relief, which definitively placed FinFed in bankruptcy, was entered on November 16, 1999. The Bankruptcy Case is currently pending before the Honorable Raymond Ray, Case Number 99-26616-BKC-RBR (the "Bankruptcy Case").

E. The Trustee alleges that Balsam, Mrs. Balsam and the Balsam Affiliates received from the FinFed Entities, directly or indirectly, transfers in excess of $14,000,000.00. The Trustee alleges that all these funds are recoverable by the Trustee.

F. Balsam, Mrs. Balsam and the Balsam Affiliates are willing to return all the transfers received by them, directly or indirectly, from the FinFed Entities although they deny any liability or wrongdoing whatsoever arising out of their respective receipt of these funds.

G. The Balsam Affiliates, Balsam and Mrs. Balsam, without admitting any liability or wrongdoing whatsoever arising out of their receipt of funds or assets from any of the FinFed Entities, desire to settle amicably any claims that any of the FinFed Entities might have against any of them, but have a limited amount of assets from which recovery by any party, including the Trustee, could be made.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged including the mutual covenants and conditions set forth herein, the parties enter into the following Agreement under the following terms and conditions:

TERMS AND CONDITIONS

1. Recitals. The above recitals are incorporated herein and made a part hereof, and each of the parties acknowledges that the recitals are true and correct to the best of the parties' knowledge, information, and belief and each is a material inducement to enter into this Agreement.

2. Authority.

a. The Settling Parties hereby represent and warrant that (i) each of the Balsam Corporations is a Florida corporation, each of whose status is active and current; (ii) the stock in each of the Balsam Corporations has not been pledged or encumbered, it is not subject to any voting restrictions or agreements which would in any way impair the ability of the current President to execute this Agreement on each corporation's behalf; and (iii) the person or persons executing this Agreement on behalf of the Balsam corporations has full and complete authority to execute this Agreement on behalf of each of the Balsam Corporations.

b. Tidal Wave Associates, Ltd. ("Tidal Wave") a corporation incorporated under the laws of Ontario, Canada has complete authority to execute this Agreement on behalf of Tidal Wave and to bind Tidal Wave to perform the Agreements herein identified. Tidal Wave has the authority to perform the Agreement as required.

c. The Virtual Family Trust, L.P. is a Florida limited partnership whose general partner is Virtual Motion Software Development, Inc. ("VMSD"), Ruth Balsam, President of VMSD is authorized to execute this Agreement and any documents contemplated by this Agreement, on behalf of the Virtual Family Trust. Virtual Family Trust has the authority to perform this Agreement.

3. Definitions. For purposes of this Agreement, the following terms shall have the following meanings. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Bankruptcy Code, 11 U.S.C. §§ 101, et. seq.

a. "Balsam Affiliates" shall mean collectively all the Settling Parties other than Balsam and Mrs. Balsam.

b. "Bankruptcy Case" shall mean FinFed's Chapter 11 case, which is currently pending in the United States Bankruptcy Court for the Southern District of Florida, as case number 99-26616-BKC-RBR.

c. "Balsam Corporations" shall mean ELS Group, Inc., a Florida corporation, Secure Transaction International Corp., a Florida corporation, Real-Time Processing, Inc. f/k/a Real Time Encrypton, Inc., a Florida corporation, Real Time Security, Inc., a Florida corporation, Virtual Motion Software Development, Inc., a Florida corporation, Minute Communications, Inc., a Florida corporation, and Tidal Wave Associates, Ltd., a corporation incorporated under the laws of Ontario.

d. "Balsam Partnerships" shall mean the Virtual Family Trust, L.P., a Florida limited partnership.

e. "Bankruptcy Estate" shall mean the estate of FinFed which, by virtue of judgments or orders entered by the Court include all the assets of Asset Security Corp. ("ASC"), Viatical Asset Recovery Corp. ("VARC"), Quad B, Ltd. ("Quad B") and American Benefit Services, Inc. ("ABS").

f. "Brandau Affiliates" shall mean Fred Brandau, Denise Brandau, either of their parents, child or siblings (e.g. John Rassulo Sr., Helen Rassulo, John Rassulo, Jr., Donna Rassulo, Heather Brandau, Margaret Brandau, Harry Brandau, Harvey Brandau), Garland Hogan, Mary Anne Billinghurst, Ivan Burgos, CSI Ag, Ltd., Transcontinental Management Services, Ltd., International Resources Security, Ltd., or Gary Pierce.

g. "Court" shall mean the United States Bankruptcy Court for the Southern District of Florida.

h. "Criminal Case" means that certain criminal case now pending in the United States District Court for the Southern District of Florida, Case No. 99-8125-Cr-HURLEY/Johnson(s), wherein Frederick C. Brandau, Garland Hogan, Mary Anne Billinghurst, Financial Federated Title & Trust, Inc., Asset Security Corporation, Gary J. Pierce, and CSI Ag, Ltd. have been indicted.

i. "District Court" means the United States District Court for the Southern District of Florida.

j. "Effective Date" shall mean the date defined in paragraph 19 .

k. "Execution Date" shall mean the date on which the last party to this Agreement executes this Agreement.

l. "Exempt Assets" shall have the meaning set forth in subparagraph 4.f. of this Agreement.

m. "Final Order" shall mean a final order or judgment entered by a court as to which all of the following have occurred: the expiration of the time for the filing or noticing of any appeal from such final order or judgment (including the expiration of the time for petitions for writs of certiorari); if any appeal is taken, the expiration of ten days after dismissal of the appeal or a final appellate determination affirming the order or judgment, not subject to further review, appeal or petition for rehearing, or such appeal by the highest court before which appellate review is or could be sought.

n. "FinFed Entities" shall mean FinFed, ASC, VARC, Quad B, Ltd. and ABS.

o. "Hazelton Avenue Note" shall have the meaning set forth in subparagraph 5.h. of this Agreement.

p. "Indictment" shall mean the indictment handed down in the Criminal Case.

q. "Pledged Assets" shall mean all assets of all of the Settling Parties being pledged to the Trustee pursuant to this Agreement, including, but not limited to those assets identified on Exhibit A hereto.

r. "Protective Order" shall mean the order of the District Court pursuant to which certain assets named in the indictment as seized, are frozen as to further disposition.

s. "Settling Parties" shall have the meaning set forth in the opening paragraph of this Agreement.

t. "Settlement Documents" shall mean all the documents executed in connection with this Agreement including the documents creating and perfecting liens in the Pledged Assets.

u. "Settlement Note" shall mean the Note described in Sub-Paragraph 4.b hereof.

v. "Tidal Wave House" shall mean the residence located at 2935 Spanish River Road, Boca Raton, Florida owned by Tidal Wave Associates, Ltd., and currently occupied by Balsam and Mrs. Balsam.

w. "Transfer" shall mean (i) any conveyance by the Settling Parties, after January 1, 1996, of any money or asset of any kind, at the time of conveyance, having a fair market value of not less than $20,000 (in the aggregate to any particular recipient) , excluding gifts or transfers of money or other assets to family members for purposes of providing support, defraying of educational expenses or defraying of living expenses which, in the aggregate, do not exceed $50,000, or (ii) any conveyance to any of the Settling Parties, after January 1, 1996, of any money or asset of any kind, from each other, any of the Brandau Affiliates, CSI, or any of the FinFed Entities.

4. Acknowledgment of Indebtedness, Repayment and Pledge.

a. The Settling Parties acknowledge and agree that Balsam, Mrs. Balsam and the Balsam Affiliates collectively owe the FinFed Entities $14,382,797.00 (the "Settlement Amount") as of April 10, 2000, which amount Balsam, Mrs. Balsam and the Balsam Affiliates jointly and severally agree to repay in accordance with the terms and conditions of this Agreement and the Settlement Note.

b. Simultaneously herewith, Balsam, Mrs. Balsam and the Balsam Affiliates have delivered a promissory note in the principal amount of $14,382,797.00, bearing interest at a rate of 10% per annum with interest accruing from November 16, 1999. The Settlement Note will be held in escrow until the order approving this Agreement becomes a Final Order. The Settlement Note will have a maturity date one year from the Execution Date, but it may be prepaid in whole or in part at any time. So long as none of the Settling Parties has breached this Agreement, then if the Settlement Note is prepaid in full within ninety days of the Execution Date, counting the Execution Date as Day 1, the principal amount then due will be discounted by 15%. For each 30 day period thereafter the discount will be reduced by 1.5%. So, for example, if the then remaining balance of the Settlement Note is prepaid between the 91^st and 120^th day after the Execution Date, the principal amount then due will be reduced by 13.5%, and so on.

c. In order to secure repayment of the Settlement Note, each of Balsam, Mrs. Balsam and the Balsam Affiliates hereby grant to Trustee a security interest in all of their assets, including without limitation those assets listed on Exhibit A hereto. Prior to the hearing to approve this Agreement, the Settling Parties shall deliver to the Trustee all documents necessary to perfect the liens of the Trustee in the Pledged Assets, including, where appropriate, delivery of original stock certificates, certificates of deposit, etc. The Settling Parties will pay all appropriate recording costs and recording and transfer taxes arising in connection with the pledges and transfers contemplated herein.

d. In addition to the foregoing, and in order to secure repayment of the Settlement Note, the Settling Parties grant to Trustee a lien on, and security interest in, all tax refunds to which they may be entitled.

The Settling Parties, with the cooperation and assistance of the Trustee, shall each:

(i) use their best efforts to make and pursue any claims they may have, to the extent permitted by law, for refunds (a) of Federal income taxes from the United States arising from (y) Federal income taxes paid with respect to money received from any of the FinFed Entities or Brandau Affiliates that were reported as "income" for tax purposes and (z) the deduction, as a loss, of any investments funded with money received from any of the FinFed Entities or Brandau Affiliates and (b) of Florida Intangible Personal Property Taxes from the State of Florida, and shall assign and pay over to the Trustee all such tax refunds received to be applied towards payment of the Settlement Note and further provided that Balsam, Mrs. Balsam and the Balsam Affiliates shall each use his, her or its best efforts to make adequate disclosure of all relevant facts as contemplated by Section 6662(d) (2) (B) (ii) of the Internal Revenue Code of 1986, as amended (the "Code"), in making such claims for refund; and

(ii) if available, deduct the amounts paid to the Trustee pursuant to the Settlement Note in calculating their respective Federal income tax liabilities, to the extent permitted by law, and deduct any net operating loss carryovers and carrybacks resulting therefrom, first in the earliest years to which such net operating loss may be carried back, in calculating or recalculating their respective Federal income tax liabilities, to the extent permitted by law, and assign and pay over to the Trustee reductions in tax liabilities and refunds of Federal income taxes paid to the extent generated by such deductions.

The Settling Parties shall provide copies to the Trustee of all documents relevant to their obligations set forth above, including, without limitation, copies of all tax returns, amended tax returns, claims for refund, communications with any taxing authority, and pleadings and other documents filed with any court.

e. Each Settling Party warrants and represents that the Pledged Assets are unencumbered except for the claims of the United States asserted in the Criminal Case, any interest the Trustee has asserted, or as otherwise set forth on Exhibit B attached hereto.

f. Notwithstanding anything in this Agreement to the contrary, Balsam and Mrs. Balsam shall not be required to pledge, or liquidate as provided in paragraph 5 below $75,000 in personal property to be agreed upon by the Trustee (the "Exempt Assets").

g. In addition to the foregoing, on the Effective Date, the Settling Parties shall assign to the Trustee (to the extent not already assigned), their right, title and interest in and to:

(i). the obligations owed to ELS Group by Joseph P. Fontana and Todd Linden; and

(ii). the causes of action against NationsBank to recover $300,000.

The Trustee's net recovery (actual amount paid less all expenses (including professional fees and costs) associated with the recovery) under the foregoing shall be applied to reduce the amounts due under the Settlement Note.

h. Notwithstanding anything in this agreement to the contrary, the Settling Parties stipulate that all funds transferred to them from the FinFed Entities are voidable under 11 U.S.C. §§ 544 and 548. Moreover, the Settling Parties admit all facts that would be required to establish liability under avoidance actions filed pursuant to 11 U.S.C. §§544 and 548.

i. This agreement shall constitute a full and complete settlement of the claims set forth in that certain adversary proceeding styled Kozyak v. Balsam, adversary case number 00-2249-BKC-RBR-A, other than claims against Lorne Balsam, subject to court approval in the Bankruptcy Case and completion by the Balsam Affiliates, Balsam and Ms. Balsam of all material obligations contained within this Agreement and any collateral documents produced in connection with carrying out the intent of this Agreement.

5. Liquidation of Assets and Monies.

a. Balsam, Mrs. Balsam and the Balsam Affiliates shall cooperate in the liquidation of all of their assets other than the Exempt Assets.

b. The Settling Parties and the Trustee shall coordinate liquidation of the Pledged Assets. The Settling Parties shall get the Trustee's approval on the liquidation of any of the Pledged Assets.

c. During the term of this Agreement the Settling Parties will be responsible for maintaining, and preserving the value of, all of the Pledged Assets. Without limiting the foregoing, the Settling Parties shall:

(i) maintain insurance on all real and personal property, with the Trustee named as an additional insured;

(ii) maintain the physical condition of all personal and real property, including payment of all utilities, repairs, lawn maintenance, etc.; and

(iii) not take any action to dilute the value of any stock that constitutes a Pledged Asset.

d. The Trustee shall be responsible for liquidating the Tidal Wave House.

(i) The Trustee will choose the broker for the sale of the Tidal Wave House and will negotiate any contracts for sale but Balsam and Mrs. Balsam will fully cooperate in order to insure the maximum sale price for the Tidal Wave House can be achieved.

(ii) Balsam may occupy the Tidal Wave House until July 15, 2000.

(iii) Balsam will continue to be responsible for real estate taxes, insurance, all maintenance, utilities, etc., and will maintain the Tidal Wave House interior and exterior in excellent condition so long as Balsam occupies the Tidal Wave House. Balsam will provide the Trustee with proof of insurance, naming the Trustee as an additional insured.

(iv) The Settling Parties have represented to the Trustee that the Tidal Wave House is worth $2 million even though it was purchased for approximately $1.5 million. The Settling Parties will receive a credit of no less than $1,500,000 (less closing costs) for the sale of the Tidal Wave House even if the actual sale price of the Tidal Wave House is less than $1,500,000, unless the Trustee learns that the Settling Parties misrepresented the value of the Tidal Wave House, in which case the Settling Parties will only be entitled to a credit for the net proceeds notwithstanding the sale price is less than $1,500,000.

e. The Settling Parties will turn over all cash to the Trustee other than cash, if any, included in the Exempt Assets, and other than the cash currently held in the operating account of Real-Time Processing, Inc. ("Real-Time"). The cash held by Real-Time Processing, Inc. may not be spent except in accordance with the budget attached as Exhibit C. There may be no variances in spending from the budget. The Settling Parties shall send to the Trustee by telefax and U.S. Mail, on a weekly basis, copies of the checks written on any Real-Time account together with a weekly statement of account and balance printed by the bank. Within one business day of receiving their monthly bank statements, every Settling Party shall provide copies of same to the Trustee by the fax and by U.S. Mail.

The Settling Parties warrant and represent the each of the items listed in the budget are related only to operation of the Real-Time business, and that none of the Settling Parties shall receive any money from Real-Time either directly or indirectly, except as set forth in the budget.

f. At any time, at the request and sole discretion of the Trustee, Balsam, Mrs. Balsam and the Balsam Affiliates, will turn over custody and control, and if requested, title to, the Pledged Assets, other than stock, and shall cause, where appropriate, any family member to transfer any and all interest any of them may have in the Pledged Assets.

If the Trustee so requests all Settling Parties shall execute any and all documents of transfer necessary to transfer each of their respective interests in the Pledged Assets and shall deliver these documents, along with title documents and, where applicable, proof of insurance, for each Pledged Asset. Each Settling Party agrees to deliver such other documentation relating to the Pledged Assets (e.g. title policies, etc. in the case of real estate assets) that any Settling Party has in his, her, or its possession or can obtain.

g. As the Pledged Assets are liquidated, whether by Balsam, Mrs. Balsam, the Balsam Affiliates, or the Trustee, the proceeds of sale, less only the usual and customary closing costs, shall be turned over to the Trustee, who will apply these funds towards payment of the Settlement Note.

h. Quad B, Ltd. holds a promissory note and two mortgages encumbering property located in Toronto, Canada executed by Asset Equity (Ontario) Ltd., an affiliate of the Settling Parties, in the original principal amount of $2.8 million Canadian ("Hazelton Avenue Note"). These mortgages were fraudulently assigned by Quad B to CSI Ag. Ltd. but the assignment has been set aside. Any payment of the Hazelton Avenue Note shall be credited as payment towards the Settlement Note.

i. If one of the Pledged Assets is under contract with no closing conditions, and the Settling Parties wish to prepay the Settlement Note, the Settling Parties will be entitled to "credit" the liquidation value of the Pledged Asset as part of the prepayment, and avail themselves of the applicable discount as if full prepayment had been made, subject to the following terms and conditions:

(i) There must be no conditions to closing;

(ii) The closing must be scheduled and must actually occur within ninety (90) days of the prepayment;

(iii) The discount will not be taken until actual payment is made out of the closing proceeds; and

(iv) The Settling Parties must pay any imputed interest, if any, arising from this structure.

By way of example, on July 1, the Settling Parties want to prepay the Settlement Note in full. The Tidal Wave House is under an unconditional contract for $2 million, scheduled to close on August 15. On July 1, the Settling Parties pay the Settlement Note in full less the anticipated net sale proceeds from the sale of the Tidal Wave House. On August 15 the Tidal Wave House is sold. Assuming the net proceeds are sufficient to pay the balance of the Settlement Note, the Settling Parties will, on August 15, be deemed to have made the prepayment in full on July 1, and will be allowed to take the applicable discount at that time.

THE SETTLING PARTIES WILL BE RESPONSIBLE FOR FULL PAYMENT OF THE SETTLEMENT NOTE, EVEN IF THE LIQUIDATION OF THE PLEDGED ASSETS DOES NOT PAY THE SETTLEMENT NOTE IN FULL.

j. The parties acknowledge that disposition of some of the Pledged Assets is subject to the Protective Order and that consent of the District Court may be required. The Settling Parties further acknowledge that those Pledged Assets that were previously seized by the United States will be the subject of forfeiture proceedings conducted pursuant to 18 U.S.C. §843. The Settling Parties acknowledge and agree that they will not contest the forfeiture proceedings.

6. Closing Documents.

a. On or before the Effective Date the Settling Parties shall deliver to the Trustee the following:

(i) The Settlement Note in the form attached hereto as Exhibit D;

(ii) (Intentionally omitted).

(iii) All documents necessary to perfect the Trustee's liens on the Pledged Assets, including, without limitation, mortgages, UCC-1 Financing Statements, pledge agreements, stock powers in blank;

(iv) The original stock certificates for all the Balsam Corporations;

(v) Proof of insurance on all insurable Pledged Assets, naming the Trustee as an additional insured;

(vi) Articles of Incorporation and active and current or good standing certificates for each of the Balsam Corporations;

(vii) Copies of Partnership Agreements, including all amendments, for the Balsam Partnerships;

(viii) Trust documents for the Balsam Family Trust.

(ix) Corporate resolutions, or similar authorization, demonstrating the authority of each of the non-individual Settling Parties to execute and perform this Agreement; and

(x) Opinion of counsel as customarily requested upon the pledge of assets such as the Pledged Assets.

b. On or before the Effective Date the Settling Parties and the Trustee shall deliver the Releases described in paragraph 14, subject to the terms of this Agreement.

7. Asset And Liability Disclosures.

a. Within 15 days of the Execution Date, each of the Settling Parties will deliver to the Trustee a sworn financial statement dated as of the date of this Agreement (the "Financial Statement") listing, among other items, (a) his, hers or its good faith estimate of the fair market value of all assets in which said Settling Party has or claims a legal or beneficial interest, (b) his, hers or its good faith estimate of said Settling Party's present liabilities, and (c) all Transfers, if any. The Settling Parties affirm that (i) the Financial Statements will be reflective of the Settling Party's financial condition as of the Execution Date; and (ii) the Financial Statements will be true and complete in all material respects to the best of the Settling Party's estimate, knowledge, information or belief.

b. Within 14 days after the receipt of the Financial Statement(s), the Trustee may, in his sole discretion, terminate this Agreement if the statements provided to him do not, in his sole opinion, correspond to the representations made to him in the negotiations which have led to this Agreement.

c. At the Trustee's sole option, the Trustee may extend the deadline to deliver the Financial Statements.

8. Due Diligence Review. The Trustee shall have 180 days from the date the sworn financial statements are delivered to review the Financial Statement of each of the Settling Parties to determine: (a) whether the disclosures made in the Financial Statement are materially misleading; (b) whether Financial Statements have failed to disclose any assets; (c) whether, in the case of estimates of market value for which there is no readily ascertainable value, the estimate used in the Financial Statement was reasonable when made; (d) whether, on or after January 1, 1996, the Settling Party made any or received Transfer that was not disclosed in the Financial Statement, or (e) whether the Settling Party failed to disclose any Transfer from a FinFed Entity such that the Settlement Amount is too low.

In conducting said review, the Trustee may make such requests in writing for additional information from the Settling Party as he may reasonably deem necessary, subject to the provisions of Paragraph 18. A Settling Party to whom such request has been directed shall use his, her or its best efforts promptly to comply with such request to the best of his ability. All requests for information and responses thereto shall be deemed in furtherance of settlement negotiations and shall be held confidential by all parties. If, at the conclusion of the 180-day review period the Trustee determines, as to any Settling Party, (a) that the Financial Statement is materially misleading; (b) that, in the case of estimates of market value for which there is no readily ascertainable value, the estimate used in the Financial Statement was not reasonable when made; (c) that, on or after January 1, 1996, the Settling Party made or received any Transfer that was not disclosed in the Financial Statement; or (d) that a Settling Party has not used his best efforts promptly to comply with any request for material information made by the Trustee pursuant to this paragraph to the best of his ability, then the Trustee may declare the Settling Parties have breached this Agreement.

Because estimates of value are subject to reasonable variance, it is agreed for the purposes of this Agreement that the term "materially misleading" as used in this paragraph shall apply to a situation either where any misstatement in a Financial Statement is willful or where the total of all assets is understated by $50,000 or more or the total of all liabilities is overstated by $50,000 or more or the Settling Parties' net worth (assets minus liabilities) is understated by $50,000 or more.

9. Polygraph Examination. Within 60 days of the Execution Date, the Trustee, in his sole discretion, may request that one or more Settling Parties submit to a polygraph examination to be conducted by George Slattery, a certified polygraph examiner or such other examiner as shall be mutually acceptable to the Trustee and the Settling Party. Counsel for the Balsam Affiliates shall advise the Trustee who is the appropriate person, with the most financial information, that is to appear on behalf of a particular Balsam Affiliate. Balsam's polygraph will be limited to the questions outlined on Exhibit E attached hereto.

The examiner shall be engaged by counsel for the Settling Party, and the examination shall be conducted in the presence of counsel for the Settling Party. Counsel for the Trustee may assist in the formulation of the questions to be given at the examinations. The subject matter of the examination shall include whether the disclosures made in the Financial Statements were, as of the date of the Financial Statements, the date the Financial Statements were delivered and the Execution Date, not materially misleading; whether, in the case of estimates of market value for which there is no readily ascertainable value, the Settling Party had a reasonable basis for the estimate used in the Financial Statements; whether the Settling Party made or received any Transfer that was not disclosed in the Financial Statements; and whether any Settling Party is aware of any other assets held or controlled by any other Settling Party or any of the Brandau Affiliates, as well as any other issues relating to the transfer of funds or assets to or from the Settling Parties with respect to the FinFed Entities.

All expenses associated with the polygraph examination shall be borne by Trustee and no Settling Party shall have any liability for such expense. Upon the conclusion of the examination, the examiner shall report only to the Settling Party and his, her or its counsel. Unless directed otherwise by any Settling Parties' counsel shall deliver a copy of any polygraph reports to the Trustee.

The Trustee may declare the Agreement breached if: (i) the Settling Party refuses to take the polygraph; (ii) the Settling Party takes the polygraph but refuses to provide the Trustee with a copy of the polygrapher's reports; or (iii) the examiner's opinion is other than that the answers to the questions concerning the above-referenced matters do not indicate deception on the part of the Settling Party.

The polygrapher shall be regarded as a representative of the Settling Parties and his or her notes or memoranda of interviews, mental impressions and any written or oral reports of his or her examination shall be considered the work-product of the Settling Party and his counsel and shall remain fully protected by the attorney-client privilege. However, in the event the Settling Party provides a copy of the polygrapher's report to the Trustee such privileges are waived for the limited purpose of allowing the Trustee to talk to the polygrapher about his findings.

Should this Agreement terminate for any reason, all reports of the polygraph in the possession of the Trustee shall be returned to the Settling Party and his counsel. No copies of any report of the polygraph may be made, maintained or distributed by the Trustee without the express written consent of the Settling Party and his counsel. However, if, after the examination, the examiner's report states that, in the examiner's opinion, the answers to the questions concerning the above-referenced matters do not indicate deception on the part of the Settling Party, the Trustee may, in his sole discretion, make that fact public. The results of any polygraph examination made pursuant to this Agreement shall not be admissible in evidence nor shall otherwise be published in any fashion for any purpose in any legal, administrative, regulatory or legislative proceeding, hearing, litigation or investigations. Nothing herein shall restrict the ability of the Settling Party to make public any fact concerning the taking of the polygraph examination.

10. Omitted Assets or Transfers.

a. If, the Trustee discovers (i) the existence of any asset in which, as of the date of the Financial Statement, a Settling Party had any legal or beneficial interest with a fair market value in excess of $10,000, the existence of which was omitted from the Settling Party's Financial Statement, or (ii) that a Settling Party made or received any Transfer that was not disclosed in the Financial Statement, the Trustee may declare a breach of this agreement and exercise all remedies arising from such breach. The Settling Party may cure this breach if, within seven days of receipt of the written demand from the Trustee, the Settling Party conveys to the Trustee any such newly discovered asset, or the monetary equivalent of such asset or, in the case of an undisclosed Transfer, either the transferred asset or the monetary equivalent of the difference between the consideration received for the Transfer and reasonably equivalent value. Nothing turned over to the Trustee pursuant to this subparagraph 10.a. shall be applied to payment of the Settlement Note but rather, shall constitute liquidated damages for such breach. If the Settling Party fails to make the conveyance within seven days, then, the Trustee may exercise all available remedies for such breach and may move the Court to order such conveyance.

b. If any monies, property or other assets of any kind are in the future transferred, or there is an attempt to make such transfer, either directly or indirectly, by Fred Brandau or any of the Brandau Affiliates or any entity owned or controlled by Fred Brandau to the Settling Parties, their family members or any entity owned or controlled by the Settling Parties or their family members, the Settling Parties shall immediately notify the Trustee and, to the extent in the possession of the Settling Party, convey to the Trustee any such monies, property or assets of any kind or an amount of money equal to the monetary value of such monies, property or assets.

c. If there is any discovery of an undisclosed asset or Transfer any time, including after delivery of the Releases, the Settling Party with an interest in the undisclosed asset acknowledges and agrees that such Settling Party holds such interest solely for the benefit of the Trustee, or the Trustee's successor in interest, and that the Trustee, or the Trustee's successor in interest, has an absolute and immediate possessory right, ownership and beneficial interest in any such undisclosed asset. The Settling Parties acknowledge and agree that the Trustee's interest as described in this subparagraph shall not be terminated on delivery of the Releases and that such interest shall continue.

11. Further Protections

The Settling Parties shall be under an affirmative obligation to disclose to the Trustee any information now or hereafter obtained which reveals any facts pertaining to monies, property or assets which may hereafter be recalled, discovered or received by the Settling Parties, their family members, or entity owned or controlled by them.

12. Stays of Litigation by Trustee. From and after the Execution Date, and so long as there is no breach hereunder, the Trustee shall not commence or continue the prosecution of any Litigation against any or all of the Settling Parties.

The parties hereto also acknowledge and agree that nothing herein has any affect on any pending or prospective criminal or administrative proceedings that have been brought or might be brought against any Settling Party.

13. Hearing Order. The Trustee and the Settling Parties shall promptly submit this Agreement to the Court for approval.

14. Releases.

a. On or before the Effective Date.

(i) Each of the Settling Parties shall execute and deliver to Laurel M. Isicoff, counsel for the Trustee, to be held by Isicoff in escrow, not to be delivered to the Trustee until the Effective Date, a release in substantially conformity with Exhibit F annexed hereto (the "Settling Party Release"), releasing, waiving and discharging (i) all present and future claims against the Trustee, and Bankruptcy Estate of FinFed; (ii) all present and future claims for a distribution from the Bankruptcy Estate of FinFed directly, or indirectly through any of the Settling Parties or the Brandau Affiliates; and (iii) any present or future claim to assert the right to share in any recovery or settlement from any action brought on behalf of persons who, directly or indirectly, provided funds to FinFed, any of the FinFed Entities any of the Settling Parties or their affiliates.

(ii) The Trustee shall execute and deliver to Norman Malinski, Esq., counsel for the Settling Parties, to be held by Malinski in escrow, not to be delivered to the Settling Parties until the Settlement Note is paid in full, a release in substantial conformity with Exhibit G annexed hereto (the "Trustee Release"), releasing, waiving and discharging all claims of the Trustee against the Settling Parties, on behalf of the FinFed Bankruptcy Estate, whether now existing or hereafter arising, whether by operation of law, or indemnification, contribution or subrogation, or acquired through settlement or assignment.

b. Notwithstanding the foregoing, the Trustee's release of the Settling Parties shall not release them with respect to any transfers any of them made to third parties. The Trustee's claims against the Settling Parties with respect to these transfers will be solely for the purpose of preserving the Trustee's ability to pursue these third parties for returns of any such transfers.

c. Nothing herein is intended to release the Trustee or the Settling Parties from any of their obligations hereunder, especially with respect to undisclosed Transfers or assets.

15. Cooperation with Governmental Entities. Upon the request of any Settling Party, the Trustee shall advise the United States Securities and Exchange Commission ("SEC"), Office of the United States Attorney, the State of Florida and the Office of the U.S. Trustee and any other governmental or banking entity that a Settling Party may request, as to the nature and extent of cooperation received from that Settling Party.

16. Cooperation with respect to further investigations and claims. Subject to Paragraph 18 and applicable privileges not otherwise waived in this Agreement, the Settling Parties, through their counsel, shall provide such information to the Trustee or his counsel as they may reasonably request concerning the operations of FinFed, each of the Balsam Affiliates and their dealings with any third parties, including professionals, concerning matters related to FinFed Entities and the Brandau Affiliates.

17. Turnover of Documents. Subject to Paragraph 18, the Settling Parties, shall cooperate with the Trustee and make available to him all documents, of any kind, in their possession or in the possession of their agents, or attorneys relating to the financial affairs of the FinFed Entities, Balsam, Mrs. Balsam or the Balsam Affiliates not previously produced. Photocopying expenses for additional copying shall be borne by the Trustee. In this regard, within 21 days of the Execution Date, the Settling Parties shall turn over to the Trustee the following documents, to the extent they have not already done so and to the extent such documents are in existence:

a. The Settling Parties', tax returns for 1990 forward, or with respect to the Balsam Affiliates, if later, for all the years of their existence;

b. The Balsam Corporations' and Balsam Partnerships' financial statements for all years of its existence;

c. The Balsam Corporations' and Balsam Partnerships' trial balances, if available, through September 30, 1999 and annual year-to-date general ledgers;

d. The Settling Parties' bank statements for all accounts from January 1, 1996 forward with enclosures and other support documents; and respecting each creditor of the Balsam Corporations and the Balsam Partnership, a summary reflecting: (i) each payment from that person or entity to each of the Balsam Corporations and the Balsam Partnership and the Trust and (ii) each payment to that person or entity from the Balsam Corporations and the Balsam Partnership or the Trust.

18. Disclosure Limitations.

Notwithstanding anything to the contrary contained herein, no Settling Party shall be required to take any action, make any disclosure or provide any documentation or other material that would have the effect, directly or indirectly of waiving or impairing any constitutional or testimonial privilege, including but not limited to the attorney-client privilege or attorney work-product privilege, or that would lead to the waiver of such privileges. However, the Settling Parties agree that they will waive any attorney-client privilege or work-product privilege reasonably necessary to the prosecution of claims against parties who are in any way liable to the Trustee or investors to the extent such waiver is not detrimental to the personal interests of the Settling Parties.

19. Effective Date. The Effective Date shall mean the date 10 days after the entry in the Bankruptcy Case of a Final Order approving this Agreement.

20. Remedies for Breach.

a. The failure by any party to perform his, her, or its obligations hereunder, or, any party's misrepresentation of a material fact, shall be considered a breach of this Agreement. In the event of a breach by the Trustee on the one hand and by the Settling Parties on the other hand, the non-breaching party will have the right to compel specific performance by the breaching party.

b. In addition to specific performance, in the event of a breach, the Trustee will be excused from delivering a release to the breaching Settling Party.

c. In the event of a breach, the Trustee will also have the right to accelerate the due date of the Settlement Note, and make immediate demand for payment in full.

21. Waiver of Claims.

a. The Settling Parties acknowledge and agree that they release, waive and abandon any present or future claim of any kind against any of the FinFed Entities or the funds of any such entity, whether those funds to be received or acquired by any such entity in the future, including claims for common law indemnity or indemnification under any agreement with FinFed or, the FinFed Entities (including indemnification or other claims for attorneys fees), it being the intent of the parties to this Agreement that no Settling Party shall be entitled, for any reason, to any portion of the funds or assets of any of the FinFed Entities, whether those funds are held in an Escrow Account, or to be received or acquired by any such entity in the future.

22. Bankruptcy Filing: As an inducement to Trustee's entering into this Forbearance Agreement, the Settling Parties warrant and represent that none of them has any intention of filing for protection under Title 11 of the United States Code. Should any of the Settling Parties file bankruptcy, or should any of the Settling Parties fail to obtain dismissal of an involuntary bankruptcy petition, the Settling Parties acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, nothing herein is intended to preclude, or shall preclude the Trustee from filing an adversary to seek the nondischargeability of any of the indebtedness underlying the Settlement Note. The Settling Parties acknowledge the Settlement Note is a convenient manner in which to repay the obligations acknowledged hereby, but does not constitute a novation of the original obligations of any of the Settling Parties to the Trustee and the estate he represents.

Upon entry of an order for relief in any bankruptcy proceeding, if the Trustee shall apply for relief from the automatic stay imposed by Section 362 of the Bankruptcy Code, or from any other stay or suspension of remedies imposed in any other manner with respect to the exercise of the rights and remedies otherwise available to Trustee under the Settlement Documents including, without limitation, the right to foreclosure judgment and sale, the Settling Parties agree not to directly or indirectly oppose or otherwise defend against the Trustee's efforts to gain such relief. Without limiting the foregoing, the Settling Parties acknowledge that they will not raise any defense to such relief that requires Trustee to establish or prove the value of the Pledged Assets, the lack of adequate protection of the Trustee's interest in the Pledged Assets, or Settling Parties' lack of equity in the Pledged Assets.

24. Notices. All notices and other communications given hereunder shall be in writing and shall be deemed given if delivered personally or sent by certified mail, return receipt requested, telex or telecopy to each of the parties and their counsel at the following addresses, or at such other address as shall be specified by like notice:

On behalf of the Settling Parties, to:

Norman Malinski, Esq.
Norman Malinski, P.A.
20803 Biscayne Blvd., Suite 200
Miami, Florida   33180

On behalf of the Trustee

with a copy to

Paul C. Huck, Esq.
Laurel M. Isicoff, Esq
Kozyak Tropin & Throckmorton, P.A.
2800 First Union Financial Center
200 South Biscayne Blvd.
Miami, FL 33131

25. Florida Law. This Agreement shall in all respects be construed in accordance with, and governed by, the laws of the State of Florida applicable to contracts made and to be performed fully within the State of Florida. The parties agree to submit to the jurisdiction of the United States Bankruptcy Court for the Southern District of Florida for the enforcement and interpretation of this Agreement.

26. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which taken together shall constitute one and the same document.

27. Successors and Assigns. This Agreement as well as the Orders contemplated herein, shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns.

28. Agreement not an Admission. Neither this Agreement, nor any of its provisions, nor any prior drafts, negotiations or proceedings relating to it, shall be deemed as an admission of any liability or wrongdoing by the Settling Parties or any of them. Neither this Agreement, nor the fact of its execution, nor any of the negotiations or proceedings related thereto, nor any provision of this Agreement, nor any exhibit or document referred to herein, nor any action taken to carry out this Agreement, shall be offered or received in evidence in any action or proceeding of any nature, whether before a court, administrative agency, or other tribunal, or otherwise referred to or used in any manner in any court, administrative agency, or other tribunal for any purpose whatsoever, except (i) to enforce the settlement set forth herein or any provision of this Agreement or the exhibits hereto, (ii) to enforce any provision of any related agreement or release, (iii) in the case of any subsequent action against any of the Settling Parties on any or all of the claims released hereunder, to support a defense of res judicata, collateral estoppel, accord and satisfaction, release, or other theory of claim or issue preclusion or similar defense, or (iv) to pursue subsequent transferees.

29. Modification. This Agreement, and any of the covenants, conditions and representations contained herein may not be waived, changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change is sought.

30. Interpretation. The parties hereto each acknowledge that each has contributed substantially and materially to the negotiation and preparation of this Agreement. As such, this Agreement shall not be construed more strictly against one party than against another merely by virtue of the fact that it may have been prepared by counsel to one of the parties. Headings used in this Agreement are for the convenience of the parties only and have no substantive intent or purpose.

31. No Third Party Beneficiaries. The parties to this Agreement recognize and acknowledge that third parties who are not signatories to this Agreement might benefit as a result of this Agreement. The parties to this Agreement agree that they have no intent to confer any contractual rights on any such third parties and that such third parties are, at most, incidental beneficiaries with no enforceable contractual rights.

32. Court Approval. This Agreement shall not be binding until any order approving this Agreement becomes a Final Order. If no such Final Order is entered this Agreement will be terminated and of no further force or effect.

33. WAIVER OF JURY TRIAL. SETTLING PARTIES, AND TRUSTEE, HEREBY KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THE SETTLEMENT DOCUMENTS OR, THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY; THIS IRREVOCABLE WAIVER OF THE RIGHT TO A JURY TRIAL BEING A MATERIAL INDUCEMENT FOR TRUSTEE TO ENTER INTO AND ACCEPT THIS AGREEMENT.

[SIGNATURES BEGIN ON PAGE 33]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

John W. Kozyak, as Trustee Chapter

11 Trustee for Financial Federated

Title & Trust, Inc.

By:

John W. Kozyak, as Trustee

Dated:_____________________

ZANE BALSAM

________________________

Dated: __________________

JILL BALSAM

________________________

Dated: __________________

RUTH BALSAM

________________________

Dated: __________________

ELS GROUP, INC., a Florida corporation

By: _______________________

Its: _______________________

Dated: ____________________

SECURE TRANSACTION INTERNATIONAL CORP.,

a Florida corporation

By: _______________________

Its: _______________________

Dated: ____________________

REAL-TIME PROCESSING, INC.,
f/k/a REAL TIME ENCRYPTON, INC.,
a Florida corporation

By: _______________________

Its: _______________________

Dated: ____________________

MINUTE COMMUNICATIONS, INC.,
a Florida corporation

By: _______________________

Its: _______________________

Dated: ____________________

TIDAL WAVE ASSOCIATES, LTD.,
an Ontario corporation

By: _______________________

Its: _______________________

Dated: ____________________

VIRTUAL FAMILY TRUST,
a Florida Limited Partnership

By: _______________________

Its: _______________________

Dated: ____________________

REAL TIME SECURITY, INC.,
a Florida corporation

By: _______________________

Its: _______________________

Dated: ____________________

VIRTUAL MOTION SOFTWARE DEVELOPMENT, INC.,
a Florida corporation

By: _______________________

Its: _______________________

Dated: ____________________

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