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                                                                    Exhibit 10.9

                                                        EXCLUDING REPRESENTATION
                                                  CONCERNING FINANCIAL RESOURCES

                             AGREEMENT AND RELEASE

     THIS AGREEMENT AND RELEASE ("Agreement") is made and entered into on
January 19, 2001 by and between Elektryon, a Nevada corporation with its
principal place of business in Las Vegas, Nevada, and Edwin W. Wheeler
("Wheeler"), an individual, residing in Las Vegas, Nevada.


                                    RECITALS

     Edwin W. Wheeler, along with Phil Meisinger, and Gene Stinson, founded
Engine Corporation of America on March 1, 1994.

     On February 12, 1996, the name of Engine Corporation of America was
changed to Engine World, Inc.

     On May 24, 2000, the name of Engine World, Inc. was changed to Elektryon
(Engine Corporation of America, Engine World, Inc. and Elektryon, Inc. are
hereinafter referred to individually and collectively as the "Company.")

     Wheeler was elected a director, Treasurer and Secretary of the Company on
March 12, 1994, and served as Director, Treasurer, and Secretary of the Company
until December 17, 1999.

     On January 8, 1997, the Company resolved to issue to Wheeler options to
purchase 300,000 shares of the Company's common stock ("common stock") at a
price of $1.00 per share.

     Wheeler acquired from time to time, by purchase or otherwise, an
aggregated of shares of common stock from the Company and Wheeler has
represented to the Company that he currently owns beneficially approximately
1,000,000 (one million) shares of common stock, all of which are held in the
Voting Trust (defined below).

     On February 20, 1999, pursuant to a Compensation/Consulting Agreement
dated that date between the Company and Wheeler, the Company engaged Wheeler as
a consultant to the Board of Directors of the Company to render services and
advice. Wheeler held his position as consultant from February 20, 1999 until
September 10, 2000 when, pursuant to the Termination Agreement dated that date
between the Company and Wheeler, Wheeler's relationship as a consultant to the
Company was severed.

     Wheeler resigned as Treasurer, Secretary, and a Director of the Company on
December 17, 1999. On that same date, pursuant to an Advisory Agreement dated
that date between the Company and Wheeler, the Company engaged Wheeler as an
advisor to assist in ensuring a smooth transition to a new Chief Financial
Officer of the Company. Wheeler held the position as advisor from December 17,
1999 until September 10, 2000 when, pursuant to the Termination Agreement, his
relationship as an advisor to the company was severed.
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     Wheeler placed all of the shares of common stock beneficially owned by him
in a voting trust dated November 11, 2000 (the "Voting Trust") pursuant to a
Voting Agreement dated that date between the Company and Wheeler.

     Between January 10, 2000 and August 20, 2000, Wheeler sold no more than
233,000 shares of his founders common stock for no more than $20.00 per share,
(the "Sale Transactions").

     Wheeler estimates to the Company that approximately $3.9 million
constitutes the total proceeds to Wheeler, his spouse and any person or entity
controlled by either of them or in which either of them has a financial
interest, arising from the sale or transfer of their common stock by any of
them.

     Disputes have arisen between the Company's Board of Directors and Wheeler
regarding Wheeler's activities with respect to the Company.

     Both parties wish to resolve such disputes without the time and expense of
litigation.

         NOW THEREFORE, in consideration of the mutual covenants and in reliance
on the representations contained herein, and for other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties
agree as follows:

     1.  COVENANTS NOT TO SUE. The Company covenants not to sue Wheeler
regarding the Sale or transfer of any of his founders stock or for any incident
arising directly or indirectly from Wheelers performance of services to the
Company. This covenant not to sue becomes effective only upon the completion and
fulfillment of Wheeler's obligations under paragraph 2 of this Agreement and
continues in effect only if Wheeler's representations contained in this
agreement are true, correct, and complete and Wheeler complies with his
covenants and agreements set forth in this Agreement. As of the date of this
Agreement, the independent members of the Company's Board of Directors are
unaware of any other claims the Company may have against Wheeler.

     2.  WHEELER'S OBLIGATIONS. In consideration for the foregoing covenant not
to sue, Wheeler agrees to undertake and complete the following not later than
January 30, 2001:

         a.  To Purchase 75,000 shares of common stock at a purchase price of
             $20.00 per share in cash or immediately available funds and to
             place all of such shares into the Voting Trust;

         b.  To contribute 550,000 shares of common stock from the Voting Trust
             to the Company's treasury, at no cost to the Company;

         c.  To agree and acknowledge that all options to purchase shares of
             common stock in which Wheeler or his spouse holds any beneficial
             interest, including without limitation the option to purchase
             300,000 shares of common stock referred to in the Recitals, shall
             be deemed null and void ab initio;

         d.  To sever any and all relationships with the Company in any
             capacity, except in his capacity as the beneficial owner of the
             common stock held in the Voting


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             Trust, and to terminate any agreements or understandings of any
             kind between Wheeler or any affiliate of Wheeler, on one hand, and
             the Company on the other, without any payment by or obligation of
             the Company;

         e.  The parties agree that Wheeler shall be the owner of all furniture,
             fixtures, and equipment now title him to or in the procession of
             Edwin W. Wheeler at his offices at 6565 S. Spencer, Suite 204, Las
             Vegas, NV 89119, in consideration of his prior transfers to the
             company of all computer, furniture, fixtures previously owned by
             him and currently in the procession of the company. Wheeler agrees
             to return any company books and records in his possession or under
             his control.

     3.  COMMUNICATION RESTRICTION. In further consideration for the foregoing
         covenant not to sue, Wheeler agrees not to communicate with any
         director, officer or employee of the Company regarding any matters
         regarding the Company other than is necessary to carry out the terms of
         this Agreement and other than as specifically requested in a writing
         authorized by action of the independent members of the Company's Board
         of Directors.

     4.  EXTENSION OF VOTING AGREEMENT. In further consideration for the
         foregoing covenant not to sue, Wheeler is executing, simultaneously
         with the execution of the Agreement, an extension of the Voting
         Agreement dated November 11, 2000 in the form annexed hereto as
         Exhibit B.

     5.  RELEASE OF THE COMPANY

         a.  In Consideration of this Agreement and the other good and valuable
             consideration provided to Wheeler pursuant hereto, Wheeler hereby
             irrevocably and unconditionally releases, and forever discharges,
             the Company, its affiliated companies, and their respective current
             and former stockholders, officers, directors, employees, agents,
             advisors, benefit funds and administrators (the "Releases"), from
             any and all actions, causes of action, claims, demands, damages,
             rights, remedies and liabilities of whatsoever kind or character,
             in law or equity, whether known or unknown, suspected or
             unsuspected, past or present, that he has ever had, may now have,
             or may later have against any of the Releases, whether or not
             arising out of or related to Wheeler's assignment of intellectual
             property to the Company, employment and those services, or his
             position as a shareholder of the Company (hereinafter referred to
             as "Wheeler's Claims"), from the beginning of time to the date
             hereafter.

         b.  To the fullest extent permitted by law, Wheeler agrees not to lodge
             any complaint in court, or with any federal, state or local agency
             or any other forum, including without limitation arbitration, in
             any jurisdiction, arising out of or related to Wheeler's Claims or
             Wheeler's employment by or performance of services to or on behalf
             of the Company, or any if the other Releases or the termination of
             that employment or other services. Wheeler hereby represents and
             warrants that he has brought no complaint, claim, charge or
             proceeding against any of the Releases in any jurisdiction or


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         forum, nor assisted or encouraged any other person or persons in doing
         so. Wheeler further represents and warrants that he has not in the
         past and will not in the future assign any of Wheeler's Claims to any
         person, corporation or other entity.

     c.  Execution of this Agreement by Wheeler operates as a complete bar and
         defense against any and all of Wheeler's Claims in any charge,
         compliant, action, claim or proceeding against the Company or any of
         the other Releasee, this Agreement may be raised as and shall
         constitute a complete bar to any such action, claim or proceeding and
         the Company, and/or the other Releasees, shall be entitled to and
         shall recover from Wheeler all costs incurred, including without
         limitations attorneys' fees, expenses and costs, in defending against
         any such action, claim or proceeding.

6.   Future Cooperation by Wheeler. Wheeler further covenants and agrees that
     he will make himself available to cooperate with the Company and each
     Releasee in the event that any action, claim or proceeding is brought
     against the Company or any other Releasees as a result of any action or
     non-action by Wheeler or in which Wheeler's conduct is at issue. The
     company agrees to hold Wheeler harmless for any cooperation and agrees to
     pay Wheeler for all expense related to such action.

7.   Confidentiality. The parties and their respective agents and employees
     shall keep this Agreement, and the circumstances giving rise to it,
     strictly confidential unless disclosure is required by law. Wheeler
     acknowledges that the Company may be obligated to make such disclosure
     pursuant to securities laws applicable to it.

8.   Non-Disparagement. Neither party shall disparage the other.

9.   Notice. Any notice or other communication under this Agreement shall be in
     writing and shall be considered given five days after it is mailed by
     registered or certified mail, return receipt requested or in the next
     business day after it is given to a reputable overnight courier or service
     (such as Federal Express) for delivery to the parties at the addresses set
     forth below (or any other address as a party may specify by notice to the
     other, provided, that any such notice shall be effective only upon
     receipt).

As to the company:       Joanne R. Firstenberg
                         Elektryon, Inc.
                         6565 Spencer Street, Suite 206
                         Las Vegas, Nevada 93145
                    With a copy to:
                         Kaye, Scholer, Fierman, Hays & Handler, LLP
                         425 Park Avenue
                         New York, New York 10022
                         Attention: Gregory J. Wallance, Esq.

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     As to Wheeler:      Edwin W. Wheeler
                         PO Box 96507
                         Las Vegas, Nevada, 89193

10.  NON-DISCLOSURE OF PROPRIETARY INFORMATION. Wheeler shall not at any time
     use for any purpose or disclose to any person any trade secrets or other
     confidential or proprietary information of the Company. The parties agree
     that nothing contained herein shall prevent Wheeler from disclosing: (1)
     information required to be disclosed pursuant to compulsory legal process,
     provided that Wheeler shall have first given the Company timely notice of
     such process and an opportunity to contest such disclosure or to take
     appropriate action to minimize the required disclosure; (2) information
     which was in Wheeler's lawful possession, without breach of any person's
     obligations to the Company, at the time of or prior to Wheeler obtaining
     such information from the Company; or (3) Information which is already in
     the public domain, without breach of any person's obligations to the
     Company.

11.  NO ADMISSIONS. Neither this Agreement nor the performance of this
     Agreement is intended to be, and should not be construed as, an admission
     of liability by either party to the other party. Neither party shall offer
     this Agreement as evidence of liability of the other party in any
     litigation, action or proceeding, except in an action seeking to enforce
     the terms of this Agreement or to recover for an alleged breach of the
     Agreement.

12.  REPRESENTATION BY COUNSEL. This Agreement was drafted by the Company and
     its counsel solely as a matter of convenience to the parties, and shall
     not be construed for or against either party for that reason. The parties
     acknowledge that they each have been afforded ample opportunity to review
     and evaluate this Agreement prior to subscribing hereto and that they have
     been represented and assisted by counsel chosen by them for that purpose.
     The parties acknowledge and agree that they enter into this Agreement
     freely and voluntarily, without or coercion of any kind, and as an
     informed and well-reasoned exercise of their respective business
     judgments.

13.  REMEDIES AND ENFORCEMENT. Without limitation as to other available
     remedies, any party hereto may compel specific performance of this
     Agreement. In any action to enforce any promise, covenant, term, or
     provision of this Agreement, the prevailing party shall be entitled to
     recover its reasonable attorneys' fees, expenses, and costs incurred
     therein.

14.  FURTHER COOPERATION TO EFFECTUATE THIS AGREEMENT. The parties to this
     Agreement covenant and agree that, without expanding their substantive
     obligations hereunder, they shall do all acts and execute and obtain all
     documents, to the full extent necessary or appropriate, to implement and
     enforce this Agreement according to its terms.



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15.  BINDING EFFECT. This agreement shall be binding upon the inure to the
     benefit of the parties hereto and their respective heirs, representatives,
     successors and assigns.

16.  COUNTERPARTS. This Agreement may be executed in separate counterparts, each
     of which shall be considered and treated as a complete and original
     document.

17.  CORPORATE POWER/AUTHORIZATION. Each party to this Agreement represents to
     the other that:

               --   Such party has all requisite power and authority, and the
                    legal right, to make, deliver and perform his or its
                    respective obligations under this Agreement,

               --   Such party has taken all necessary action and obtained any
                    requisite consents to authorize execution and delivery of
                    this Agreement and the performance of his or its respective
                    obligations under this Agreement,

               --   This Agreement has been duly executed and delivered on
                    behalf of such party,

               --   Any statement of fact in this Agreement relating to such
                    party constitutes a representation by that party to the
                    other that such fact is true, correct and complete, and

               --   This agreement constitutes the legal, valid, and binding
                    obligations of the party, enforceable against him or it in
                    accordance with its terms.

18.  GOVERNING LAW. The validity of this Agreement, its interpretation and any
     disputes arising from, or relating in any way to, this Agreement or the
     relationship of the parties, shall be governed by the law of the State of
     Nevada without regard to its conflicts of law principles.

19.  ENTIRE AGREEMENT. The Agreement constitutes the entire agreement concerning
     the subject matter hereof between the parties and supersedes any previous
     agreement, memoranda of understanding, negotiations, or representations
     with respect to its subject matter made prior to the date of this
     Agreement. This Agreement may be modified or amended only by written
     agreement executed by Wheeler and the Company.

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

                                        ELEKTRYON

                                        By: /s/ M.E. Holstrom    1/22/01
                                            ----------------------------
                                        Title: PRESIDENT
                                               -------------------------

                                        /s/ Edwin W. Wheeler     1/22/01
                                        --------------------------------
                                        Edwin W. Wheeler



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