EXHIBIT
          10.79

         

         

        SETTLEMENT
          AGREEMENT

         

        This
          Settlement Agreement
          (“Agreement”) is entered into as of this 31st day of December 2001, by
          and
          between eRoomSystem Technologies, Inc., a Nevada corporation (“eRoomSystem”
          or the “Company”),
          and
          Hall Communications, Inc., a Nevada corporation (“HALL”). eRoomSystem and HALL
          are collectively referred to hereinafter as the “Parties”.

         

        RECITALS

         

        WHEREAS,
          on
          March 30, 2000, the Parties entered into a Letter Agreement (hereinafter,
          “Advertising Agreement”), setting forth the terms upon which HALL would provide
          advertising and marketing services on behalf of eRoomSystem; 

         

        WHEREAS,
          the terms of the Advertising Agreement provided for monthly payments of
          $43,687.50 during months five (5) through twelve (12) thereof; 

         

        WHEREAS,
          as of the date hereof, the Parties agree that eRoomSystem’s outstanding
          obligation under the Advertising Agreement is $279,111.08 (the “Outstanding
          Obligation”); 

         

        WHEREAS,
          pursuant to the terms of the Advertising Agreement, eRoomSystem issued
          to HALL a
          warrant to purchase 125,000 shares of its common stock, exercisable at
          $4.80 per
          share at any time through December 31, 2001 (the “Warrant”);

         

        WHEREAS,
          the Parties mutually agreed to terminate the Warrant on March 29, 2001,
          and
          eRoomSystem issued a new warrant in the amount of 125,000 shares, exercisable
          at
          $0.90 per share through December 31, 2001 (the “Replacement
          Warrant”);

         

        WHEREAS,
          the Replacement Warrant was not exercised by HALL and expired pursuant
          to the
          terms thereof on even date herewith; and 

         

        WHEREAS,
          the
          Advertising Agreement expired on March 30, 2001 and the Parties desire
          to modify
          the remaining payment obligations under the Advertising Agreement as follows:
          (i) eRoomSystem shall pay HALL $100,000 in twelve (12) equal monthly
          installments as defined hereinbelow, and (ii) eRoomSystem shall issue HALL,
          or
          its assigns, a warrant to purchase 200,000 shares of common stock of
          eRoomSystem, exercisable at $0.26 per share for a period five (5) years
          (the
“Settlement Warrant”). 

         

        NOW,
          THEREFORE,
          for and
          in consideration of the premises and mutual covenants, agreements,
          understandings, undertakings, representations, warranties and promises,
          and
          subject to the conditions hereinafter set forth, and intending to be legally
          bound thereby, the parties do hereby covenant and agree that the Recitals
          set
          forth above are true and accurate, and further covenant and agree as
          follows:


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

        Section
          I - Terms


         

        HALL
          agrees to accept payment of the Outstanding Obligation on the following
          terms:
          eRoomSystem shall pay HALL $8,333.33 on the first day of each month, commencing
          March 1, 2002 and concluding on February 1, 2003. In addition thereto,
          upon
          execution of this Agreement, eRoomSystem shall issue HALL the Settlement
          Warrant
          in the form attached hereto as Exhibit A. 

         

        Section
          II - Mutual Release

        


        A.   Mutual
          Release.
          For
          valuable consideration, the sufficiency of which is hereby acknowledged,
          the
          Parties hereby forever release, discharge and acquit one another, including
          each
          party’s respective successors, predecessors, parents, affiliates, subsidiaries,
          divisions, including, but not limited to, their respective past or present
          officers, directors, stockholders, managers, employees, advisors, consultants,
          insurers, attorneys, accountants, agents and assigns (collectively, the
          “Released Parties”) from any and all claims, demands, damages, debts,
          liabilities, actions, causes of action or suits of whatsoever kind or nature.
          Without limiting its scope, this release includes claims whether known
          or
          unknown, unforeseen, or unanticipated and regardless of type, cause or
          nature,
          including, but not limited to, all tort or contractual (express or implied)
          claims.  

         

        B.  
          Future
          Litigation. The
          Parties covenant and agree to forever refrain from encouraging, instituting,
          prosecuting, maintaining, assisting or participating in, any legal proceedings,
          suits or actions against any of the Released Parties, except if necessary
          to
          enforce this Agreement.

         

        C.  
          Confidentiality.
          The
          existence and the terms of this Agreement shall be confidential, and neither
          party shall reveal or engage in any action which either knows or can expect
          will
          result in the revelation of any information concerning the contents of
          this
          Agreement to anyone except as required by law or the rules of any regulatory
          body or stock exchange. This Agreement may, however, be used as evidence
          in a
          subsequent proceeding in which any of the Released Parties allege a breach
          of
          this Agreement. 

         

        Section
          III - Future Services

        


        All
          future services performed by HALL on behalf of the Company shall be on
          a
          project-by-project basis. The Parties agree that all such services shall
          be
          provided on a fixed-cost basis agreed to prior to the commencement of such
          services. 

        


        Section
          IV - General Provisions

        


        A.  Governing
          Law.
          It is
          agreed that this Agreement shall be governed by, construed, and enforced
          in
          accordance with the laws of the State of Nevada. 

         

        B.  Entire
          Agreement.
          This
          Agreement shall constitute the entire agreement between the Parties with
          respect
          to their mutual release of claims, and any prior understanding or representation
          of any kind concerning such release that precedes the date of this Agreement
          shall not be binding upon either party except to the extent incorporated
          in this
          Agreement. 

         

        C.  Neutral
          Interpretation.
          The
provisions
          contained herein shall not be construed in favor of or against any party
          because
          that party or its counsel drafted this Agreement, but shall be construed
          as if
          all parties prepared this Agreement, and any rules of construction to the
          contrary are hereby specifically waived. The Parties negotiated the terms
          of
          this Agreement at arm’s length. 

         

        D.
           Waiver
          of
          Jury Trial.
          Each
          party hereto hereby irrevocably waives all rights to trial by jury in any
          action
          or proceeding arising out of or relating to this agreement or any transaction
          contemplated hereby and for any counterclaim therein.

         

        E.
           Notices.
          All
          notices, requests or other communications to the Parties shall be delivered
          via
          registered or overnight mail, or via facsimile, as
          follows:


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    

        If
          to
          eRoomSystem:

         

        Gregory
          L. Hrncir, Esq.

        eRoomSystem
          Technologies, Inc. 

        390
          North
          3050 East

        St.
          George, UT 84790\

        435-688-3636
          (facsimile)

         

        If
          to
          HALL:

         

        Mick
          Hall

        Hall
          Communications, Inc.

        6600
          Amelia Earhardt Court

        Las
          Vegas, NV 89119

        702-260-9886
          (facsimile)

         

        F.
           Severability.
          If
          one or
          more of the provisions of this Agreement shall be for any reason whatever
          held
          invalid or unenforceable, such provisions shall be deemed severable from
          the
          remaining covenants, agreements and provisions of this Agreement and such
          invalidity or unenforceability shall in no way affect the validity or
          enforceability of such remaining provisions, the rights of any parties
          hereto,
          or the rights of the Documents and Disbursements Custodian or the Lender.
          To the
          extent permitted by law, the parties hereto waive any provision of law
          which
          renders any provision of this Agreement invalid or unenforceable in any
          respect.

         

        G.
           Binding
          Effect.
          The
          provisions of this Agreement shall be binding upon and inure to the benefit
          of
          the respective successors and assigns of the parties hereto.

        


        In
          Witness Whereof,
          the
          parties hereto have caused this Agreement to be executed as of the date
          first
          written above.

         

         

        
          	eRoomSystem Technologies,
                  Inc.,	 	Hall Communications,
                  Inc.,
	A Nevada Corporation 	 	A
                  Nevada Corporation 
	
                   

                   

                   

                	 	 
	
                  By:
                    /s/ Gregory L. Hrncir

                         Gregory L.
                    Hrncir

                         Secretary, General
                    Counsel 

                	
                   

                	
                  By:
                    /s/
                    Mick Hall  

                        
Mick
                    Hall

                        
Chief
                    Executive Officer, President