---

EXHIBIT 10.12

Settlement and Release Agreement

This Settlement and Release Agreement is made an entered into
  as of the ____ day of January, 2005 by and between IAS Communications, Inc.,
  and Oregon corporation (“IAS”) and Integral Concepts Inc. a West
  Virginia corporation (“ICI”).

WHEREAS: ICI and West Virginia University Research Corporation
  (“WVURC”) entered into a license agreement dated April 12, 1994
  (the “License”) for certain technologies related to the design,
  construction and operation of the Toroidal Helical Antenna, U.S. Patent Office
  Serial No. 07/992,970, et seq., and defined herein to be embraced with the expression
  “The Technology”; and

WHEREAS: IAS was granted an exclusive worldwide sublicense
  from ICI of its right, title and interest in and to the Technology, excluding
  all military applications and resulting procurement interests, pursuant to the
  sublicense dated July 10, 1995, by and between IAS and ICI (the “Sublicense”);
  and

WHEREAS: ICI and WVURC are going to terminate the License;
  and

WHEREAS: ICI and IAS desire to terminate the Sublicense, all
  as provided for herein.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

| | 5. | The Sublicense is hereby terminated and
        all rights, duties and obligations of the parties thereunder cease on
        the date of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 6. | ICI does hereby fully, forever, irrevocably,
        and unconditionally release and discharge IAS including, as applicable,
        all past and present officers, directors, stockholders, affiliates (including,
        but not limited to parent, subsidiary and affiliated corporations), agents,
        employees, representatives, lawyers, administrators, spouses, and all
        persons acting by, through, under, or in concert with them, from any and
        all claims, damages or other sums, and including attorney’s fees
        and costs, which ICI may have against them, or any of them, which could
        have arisen out of any act or omission occurring from the beginning of
        time to the effective date of this Agreement, whether now known or unknown,
        and whether asserted or unasserted.
|
| | 7. | IAS does hereby fully, forever, irrevocably,
        and unconditionally release and discharge ICI including, as applicable,
        all past and present officers, directors, stockholders, affiliates, related
        business entities, agents, employees, representatives, lawyers, administrators,
        spouses, and all persons acting by, through, under, or in concert with
        them, from any and all claims, damages or other sums, including attorneys’
        fees and costs, which IAS may have against them, or any of them, which
        could have arisen out of any act or omission occurring from the beginning
        of time to the effective date of this Agreement, whether now known or
        unknown, and whether asserted or unasserted.                                                                
|
| | 8. | Miscellaneous                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---

| |  | (d) | No Waiver.No failure on the part
        of either party to exercise and no delay in exercising any rights hereunder
        shall operate as a waiver thereof; nor shall any waiver or acceptance
        of a partial, single or delayed performance of any term or condition of
        this Agreement operate as a continuing waiver or a waiver of any subsequent
        breach thereof.                                                                                                                                                                                              
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | (e) | Severability.If any provision of
        this Agreement is held to be illegal, invalid or unenforceable, such provision
        shall be fully severable and this Agreement shall be continued and enforced
        as if such illegal, invalid or unenforceable provision were never a part
        hereof; and in lieu of such provision, there shall be added automatically
        as part of this Agreement a provision as similar in terms to such illegal,
        invalid or unenforceable provision as may be possible to make such provision
        legal, valid and enforceable.

IAS Communications, Inc.

By /s/ John Robertson 
  John G. Robertson, President

Integral Concepts Inc.

By:/s/ James Smith___________

---