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EXHIBIT 10.2:

                       RESTRUCTURING AND RELEASE AGREEMENT

         This Restructuring and Release Agreement ("Agreement") is made and
entered into between: Flexxtech Corporation, all parent corporations,
subsidiaries, trusts, shareholders, directors, officers, assigns, attorneys,
clients, employees and agents; Dutchess Advisors LLC, all parent corporations,
subsidiaries, trusts, shareholders, officers, assigns, attorneys, clients,
employees and agents; Dutchess Capital Management LLC, all parent corporations,
subsidiaries, trusts, shareholders, officers, assigns, attorneys, clients,
employees and agents; Michael Novielli (an "Individual) and all family members,
and all corporations, subsidiaries, trusts, shareholders, officers, assigns,
attorneys, clients and agents he is associated with (Known hereinafter as the
"Restructuring and Releasing Parties") and Western Cottonwood Corporation,
Atlantis Partners, Inc., and all their parent corporations, subsidiaries,
trusts, shareholders, directors, officers, assigns, attorneys, clients,
employees and agents of Western Cottonwood and Atlantis Partners, Inc., and,
John Freeland (an "Individual") and all family members, and all corporations,
subsidiaries, trusts, shareholders, officers, assigns, attorneys, clients and
agents he is associated with (Known hereinafter as the "Released Parties") and
Greg Mardock, (an "Individual") and all family members, and all corporations,
subsidiaries, trusts, shareholders, officers, assigns, attorneys, clients and
agents he is associated with, and VLK Capital Corp. all parent corporations,
subsidiaries, trusts, shareholders, directors, officers, assigns, attorneys,
clients, employees and agents of VLK Capital Corp. (Also, known hereinafter as
the "Released Parties"). Flexxtech Corporation ("Flexxtech"), Greg Mardock, VLK
Capital Corp., Dutchess Advisors LLC, Dutchess Capital Management LLC, Michael
Novielli, Western Cottonwood Corporation, Atlantis Partners, Inc. and John
Freeland may be jointly referred to as the ("Parties") in this agreement.

RECITALS

     A.   The Parties mentioned above are all shareholders and/or creditors or
          represent shareholders and/or creditors of Flexxtech. Flexxtech is in
          need of capital and management restructuring in order to progress as a
          public company. Flexxtech currently has 503,407 shares of common stock
          ("Stock") issued and outstanding. Series A Preferred Shares have been
          authorized, pursuant to the W3M, Inc. (dba Paradigm Cabling Systems)
          acquisition, but no shares have been delivered.

     B.   At this time, a dispute has arisen among the Parties and it is
          anticipated that future disputes may arise. Therefore, it is the
          intent of the Parties in entering this Agreement to set forth all
          agreements between the Parties and resolve all pending matters among
          the Parties.

     Now therefore, in consideration of the promises and mutual agreements
     hereinafter set forth, it is hereby agreed upon and among the Parties as
     follows that upon the later of (i) the receipt by the Parties of a fully
     executed document including any associated documents, (ii) or on or about
     April 7, 2003 (the "Start Date"):

1.       Obligations of Released Parties

         1.1      Forgiveness of Notes. Western Cottonwood Corporation agrees to
                  forgive $1,984,849.99 in Notes receivable and interest
                  receivable as of December 31, 2002 and any interest to the
                  date of this Agreement from Flexxtech. The Notes shall be
                  forgiven on the Start Date.

         1.2      Resignation of Greg Mardock. Greg Mardock shall resign from
                  the Flexxtech board of directors ("Board") and as an officer
                  and employee of Flexxtech effective immediately upon the
                  filing of Flexxtech's 2002, Form 10K report with the SEC.

         1.3      Immediate release of any and all claims to collateral,
                  security or title of any Flexxtech assets.

         1.4      Full cooperation and assistance. Released parties full
                  cooperation and assistance regarding ongoing matters involving
                  Flexxtech's accounting, legal or other corporate issues is
                  critical to the future success of Flexxtech. Released parties
                  agree that they shall comply on a reasonable and timely basis
                  with all requests by the Restructuring and Releasing Parties
                  for related information.

         1.5      Greg Mardock shall cause the Board to appoint Michael A.
                  Novielli, Douglas H. Leighton and Theodore Smith effective
                  immediately following the execution of this Restructuring and
                  Release Agreement

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         1.6      Greg Mardock shall immediately execute and cause the Board to
                  accept the Bridge Financing Offer, Agreements and Documents
                  between Flexxtech Corporation and Dutchess Private Equities
                  Fund, LP., immediately following the execution of this
                  Restructuring and Release Agreement.

         1.7      Greg Mardock shall immediately execute and cause the Board to
                  accept the Consulting Agreement between Flexxtech Corporation
                  and Dutchess Advisors, Ltd., immediately upon the execution of
                  this Restructuring and Release Agreement. Pursuant to the
                  Consulting Agreement Flexxtech shall issue Seven Hundred
                  Thousand (700,000) shares or common stock of the Company to
                  Dutchess Advisors, Ltd., bringing the total outstanding shares
                  to 1,203,407.

2.       Obligations of Restructuring and Releasing Parties

         2.1      Western Cottonwood and Atlantis Partners shall maintain a
                  combined ownership percentage of 4.9%. The percentage
                  ownership of 4.9% shall be non-dilutive through Flexxtech's
                  first merger or acquisition transaction ("Initial
                  Transaction") with a going concern following this Agreement
                  and non-dilutive to the total outstanding shares at the
                  completion of the Initial Transaction, at which point such
                  non-dilution rights shall be terminated. For example: In an
                  acquisition or merger transaction, Flexxtech issues Ten (10)
                  million shares of Stock in exchange of the going concern's
                  shares, then Western Cottonwood would be issued additional
                  shares of Stock of four hundred ninety thousand (490,000.)
                  This formula shall be used in a fully dilutive basis whether
                  any transaction contains Preferred Stock, Convertible
                  debentures or other types of securities, as if fully converted
                  on the closing date of the Initial Transaction. At the closing
                  date the Initial Transaction, Western Cottonwood would be
                  issued stock within 30 days of the closing representing an
                  amount which would cause Western Cottonwood to own a total of
                  4.9% of the total non-dilutive outstanding stock of Flexxtech.

         2.2      Greg Mardock shall maintain an ownership percentage of 2.0%.
                  His ownership percentage of 2.0% shall be non-dilutive through
                  Flexxtech's first merger or acquisition transaction ("Initial
                  Transaction") with a going concern following this Agreement
                  and non-dilutive to the total outstanding shares at the
                  completion of the Initial Transaction with a going concern
                  following this Agreement and non-dilutive to the total
                  outstanding shares at the completion of the Initial
                  Transaction at which point such non-dilution rights shall be
                  terminated. (For example: In an acquisition or merger
                  transaction, Flexxtech issues Ten (10) million shares in
                  exchange of the going concerns shares, then Greg Mardock would
                  be issued additional shares of Stock of 200,000.) This formula
                  shall be used in a fully dilutive basis whether a transaction
                  contains Preferred Stock, Convertible debentures or other
                  types of securities, as if fully converted on the closing date
                  of the Initial Transaction. At the closing date of the Initial
                  Transaction, Greg Mardock would be issued stock within 30 days
                  of the closing representing an amount which would cause Greg
                  Mardock to own a total of 2% of the total non-dilutive
                  outstanding stock of Flexxtech.

         2.3      Restrictions on Stock. All Stock issued to Released Parties
                  shall be restricted, issued pursuant to Rule 144 and shall
                  have no registration rights. Released parties also agree that
                  in addition to the rules governing resale pursuant to Rule
                  144, shares of Flexxtech Stock which have been issued to or
                  will be issued to Released Parties may not be sold either in
                  the public market nor in a private transaction for a period of
                  one year following the Start Date. The Released parties also
                  agree that they may not sell more than one twelfth (1/12) of
                  their entire ownership stake in any one month for a period
                  covering the thirteenth month through the twenty fourth month
                  following the Start Date ("Restricted Period"). The Stock is
                  not transferable and may not be hypothecated or loaned at any
                  time and under any circumstances, during the period beginning
                  with the Start Date and ending at the conclusion of the
                  Restricted Period

         2.4      Subject to the terms of this Agreement the Restructuring and
                  Releasing Parties hereby releases, relinquishes and forever
                  discharges the Released Parties, their predecessors,
                  successors, assigns, agents, employees, attorneys and
                  representatives, family members of and from any and all
                  claims, demands, actions, and causes of action of any and
                  every kind or character, whether known or unknown, which the
                  Restructuring and Releasing Parties or any other party may
                  have against the Released Parties and their predecessors,
                  successors, assigns, agents, employees, attorneys and
                  representatives arising out of or with respect to any and all
                  transactions relating to Flexxtech and any and all

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                  transactions relating to the Restructuring and Releasing
                  Parties, any and all agreements, the Securities of Flexxtech
                  and any instrument signed in connection with any transaction
                  among the parties not specifically excluded from this release
                  by written agreement, including but not limited to any loss or
                  expense and/or detriment of any kind or character growing out
                  of or in any way connected with or in any way resulting from
                  the acts or omissions of the Released Parties and their
                  predecessors, successors, assigns, agents, employees,
                  attorneys and representatives and including, but not limited
                  to, any loss, cost or damage in connection with any usury,
                  breach of fiduciary duty, breach of any duty of fair dealing,
                  breach of confidence, breach of funding commitment, undue
                  influence, duress, economic coercion, conflict of interest,
                  negligence, bad faith, malpractice, violation of the RICO Act,
                  the intentional or negligent infliction of mental duress,
                  tortious interference with contractual relations, tortious
                  interference with corporate governance or prospective business
                  advantage, breach of contract, deceptive trade practices,
                  libel, slander or conspiracy. Flexxtech agrees to keep
                  indemnified the Released Parties from all claims, actions,
                  proceedings, investigations, demands, judgments, and awards
                  (together "Claims" which may be instituted, made, threatened,
                  or alleged against or which otherwise involve the Released
                  Parties and against all losses, liabilities, damages, costs,
                  charges and expenses (together "Losses") which may be suffered
                  or incurred by the Released Parties in connection with or
                  arising out of the Released Parties involvement with Flexxtech
                  and its subsidiaries.

3.       General

         3.1      Governing Law. Any controversy, claim or dispute arising from
                  the interpretation of this Agreement, or breach thereof, shall
                  settled by arbitration in the County of Clark, State of Nevada
                  in accordance with the rules of the American Arbitration
                  Association there in effect, except that the parties thereto
                  shall have any right to discovery as would permitted by the
                  Federal Rules of Civil Procedure. The decision of the
                  Arbitrator(s) shall be final.

         3.2      Attorney's Fees. If any action at law or in equity, including
                  an action for declaratory relief, is brought to enforce or
                  interpret the provisions of this agreement, the prevailing
                  party shall be entitled to recover reasonable attorney's fees,
                  court costs, and other costs incurred in proceeding with the
                  action from the other party.

ACCEPTED AND AGREED TO BY:

FLEXXTECH CORPORATION

By: ___________________________
          Greg Mardock, President

Dated: ________________________

VLK CAPITAL CORP.

By: _________________________
         Greg Mardock, President

Dated: ________________________

GREG MARDOCK

By: ___________________________
         Greg Mardock, An Individual

Dated: ________________________

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DUTCHESS ADVISOR LLC

By: __________________________
         Michael A. Novielli,
         Senior Partner

Dated: _______________________

DUTCHESS CAPITAL MANAGEMENT LLC

By: __________________________
         Michael A. Novielli
         A Managing Member

Dated: ________________________

MICHAEL A. NOVIELLI

By: __________________________
         Michael A. Novielli
         An Individual

Dated: ________________________

JOHN FREELAND

By: __________________________
        John Freeland, An Individual

Dated: ________________________

WESTERN COTTONWOOD CORPORATION

By: __________________________
         John Freeland, President

Date: ________________________

ATLANTIS PARTNERS, INC.

By: _________________________
         John Freeland, President

Dated: ________________________

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