SETTLEMENT AND RELEASE
                                    AGREEMENT

     THIS SALE AND RELEASE AGREEMENT (the "Agreement") is made and entered on
August 25, 2003, with an effective date of September 2, 2003 by and between
Communications Holding Corp. ("CHC"); and ABSS, Corp.("ABSS").

                                    Premises

     a)   Southwin Financial Ltd., obtained a judgement against ABSS Corp. f/k/a
          UNICO ("ABSS") in the amount of nine hundred sixty thousand dollars
          ($960,000). "case No 22,208-B in 104th District Court of Taylor, TX
          and Delaware and Connecticut"

     b)   CHC had purchased all rights to the judgement from Southwin Financial
          Ltd., and is now the legal recipient of the said judgement

     c)   ABSS has only limited operations and no ability to pay the judgment.
          CHC is interested in settling the judgment owed by ABSS.

     d)   ABSS, recognizing the current financial difficulties of ABSS, has
          agreed to offer CHC a two hundred thousand note payable ($200,000)
          having an interest rate at seven percent per annum, along with four
          million shares of restricted common stock in order to settle the
          judgement.

     e)   The parties therefore want to set forth in this Agreement the terms
          and conditions of their settlement.

                                    Agreement

     Based on the foregoing premises, which are incorporated herein by this
reference, the mutual covenants and conditions set forth herein, and in
consideration of the execution of this Agreement, the relinquishment of the
parties respective legal rights with reference to any and all potential claims,
the giving, receipt or exchange of the promises herein, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the Parties
hereto agree as follows:

     1) Judgment and Release and Settlement. CHC for Two Hundred Thousand
Dollars ($200,000) note payable with an interest rate of seven percent per annum
(7%), and Four Million Shares of Common stock of ABSS, the receipt and adequacy
of which is hereby acknowledged, hereby settles the ABSS' judgment in the amount
of nine hundred sixty thousand dollars ($960,000) and releases and discharges
ABSS, its successors and assigns, from any further obligation relating to
amounts owed CHC related to the judgment and any and all existing or possible
actions, causes of actions, claims, demands, damages, costs, fees and expenses
of any kind, whether known or unknown, on account of or in any way arising from
or related to the judgment or any other matter to the date hereof. ABSS will be
completely released from the debt owed to CHC once the Four Million Shares are
issued and note payable along with interest is completely paid off.

     2) Satisfaction of Judgment. CHC will cause its attorneys to file a
satisfaction of judgment with the appropriate court, acknowledging that the
judgment has been settled and that no further sums are owed by ABSS to CHC.

     3) Further Documentation. CHC agrees to provide additional documentation as
may be reasonably necessary to acknowledge the satisfaction of judgment.

     4) ABSS allows CHC to appoint two board members. ABSS, having acknowledged
that CHC will be a majority shareholder offers CHC the right to appoint two
members to the Board of Directors.

     5) CHC allows ABSS to use its office immediately. ABSS will have the right
to use CHC office space for the maximum sublet rate of $400 per month.

     6) One year note payable. The Two Hundred Thousand Dollars note payable
will have a one year time period, or September 2, 2004 in which principal and
interest must be paid in full. If ABSS does not comply with these terms by 5pm
EST on September 2, 2004, then CHC will have the right to convert the unpaid
amount at the current market price of five cents ($.05) per share with demand
registration rights.

     7) Governing Law. This Agreement shall be governed by, enforced and
construed under and in accordance with the laws of the United States of America
and, with respect to matters of state law, with the laws of the State of Nevada.

     8) Attorney's Fees. In the event that any party institutes any action or
suit to enforce this Agreement or to secure relief from any default hereunder or
breach hereof, the breaching party or parties shall reimburse the nonbreaching
party or parties for all costs, including reasonable attorneys' fees, incurred
in connection therewith and in enforcing or collecting any judgment rendered
therein.

     9) Entire Agreement. This Agreement represents the entire agreement between
the parties relating to the subject matter hereof. All previous agreements
between the parties, whether written or oral, have been merged into this
Agreement. This Agreement alone fully and completely expresses the agreement of
the parties relating to the subject matter hereof. There are no other courses of
dealing, understandings, agreements, representations, or warranties, written or
oral, except as set forth herein.

     10) Survival; Termination. The representations, warranties, and covenants
of the respective parties shall survive the Closing Date and the consummation of
the transactions herein contemplated.

     11) Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original and all of which taken together shall
be but a single instrument.

     12) Facsimile Transmissions. Facsimile transmission of any signed original
document, and retransmission of any signed facsimile transmission, shall be the
same as delivery of an original. At the request of any party hereto, the parties
will confirm facsimile transmitted signatures by signing an original document.

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     13) Amendment or Waiver. Every right and remedy provided herein shall be
cumulative with every other right and remedy, whether conferred herein, at law,
or in equity, and such remedies may be enforced concurrently, and no waiver by
any party of the performance of any obligation by the other shall be construed
as a waiver of the same or any other default then, theretofore, or thereafter
occurring or existing.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers, hereunto duly authorized, as of the date
first above written.

ABSS, Corp.                                 Communications Holding Corp.

/s/  Alan Lew                               /s/  Andre Todd
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