SETTLEMENT AGREEMENT

This **SETTLEMENTAGREEMENT** (the "Agreement") is entered into on June 6, 2007 (the "ClosingDate") by and among (i) Jeffrey H. Mims (the "Trustee"), the chapter7 trustee for VarTec Telecom, Inc. ("VTI"), Excel Telecommunications,Inc. ("ETI"), and VarTec Solutions, Inc. ("VSI" and together withVTI and ETI, the "VarTec Debtors"); and (ii) GoSolutions, Inc., a Floridacorporation ("GoSolutions").  The Trustee and GoSolutions are sometimesindividually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

A.             On November 1, 2004, VTIand certain of its affiliates (collectively, the "Debtors") each filed avoluntary petition for relief under chapter 11 of title 11 of the United StatesCode (the "Bankruptcy Code").  The Debtors' bankruptcy cases (collectively,the "Bankruptcy Cases" ) are pending before the United States BankruptcyCourt for the Northern District of Texas, Dallas Division (the "BankruptcyCourt") and are jointly administered under the Bankruptcy Case styled *Inre VarTec Telecom, Inc., et al.*; Case No. 04-81694-HDH-7.

B.             Effective as of June16, 2006 (the "Conversion Date"), the Bankruptcy Cases were converted tobankruptcy cases under chapter 7 of the Bankruptcy Code.  The Trustee wasappointed as the chapter 7 trustee of each of the Debtors' Bankruptcy Cases.

C.             On March 13, 2007, theTrustee filed his *Complaint* [Adv. Proc. Docket No. 1] whichcommenced Adversary Proceeding No. 07-03079 (the "Adversary Proceeding")against GoSolutions styled *Mims v. GoSolutions, Inc.*  In the AdversaryProceeding, the Trustee seeks to avoid certain alleged preferential transfersin the aggregate amount of $456,616.78 made to GoSolutions by one or more ofthe VarTec Debtors.

D.             Separately, GoSolutionshas filed proof of claim nos. 1285 and 1286 (collectively, the "Proofs ofClaim") in the Bankruptcy Cases.  

E.              The Parties enterinto this Agreement to buy peace and limit the risks, uncertainties, andinconvenience of continuing and future litigation and appeals, and to resolve(i) all claimsasserted or that could have been asserted by the Trustee, on behalf of the VarTecDebtors' bankruptcy estates, against GoSolutions in the Adversary Proceeding (collectively,the "Trustee Claims"); and (ii) all claims asserted or that could havebeen asserted by GoSolutions against the Trustee and/or the VarTec Debtors inthe Bankruptcy Cases (collectively, the "GoSolutions Claims"). Notwithstanding the foregoing, nothing herein shall be deemed to release any ofthe Parties from the rights, claims, and obligations grantedor imposed under this Agreement. 

**SETTLEMENT**

Inconsideration of the mutual covenants hereinafter set forth, and for other goodand valuable consideration, receipt and sufficiency of which are herebymutually acknowledged, the Parties agree as follows: 

**1.              ****Settlement**.

a.               Payment by GoSolutions. Within two (2) business days after the Order approving this Agreement (the "Approval Order")is entered by the Bankruptcy Court, GoSolutions shall pay the sum of $40,000.00(the "InitialSettlement Payment") to the Trustee.  Thereafter, GoSolutions shallpay the Trustee the aggregate amount of $15,000 in three monthly installmentsof $5,000 (together with the Initial Settlement Payment, the "Settlement Payments"),which shall be made on or before August 1, 2007, September 1, 2007, and October1, 2007, respectively.  The Settlement Payments shall be made by corporate orcashier's check payable to Jeffrey H. Mims, Chapter 7 Trustee for VarTecTelecom, Inc., and delivered by overnight delivery to Richard H. London, Vinson& Elkins L.L.P., Trammell Crow Center, 2001 Ross Avenue, Suite 3700,Dallas, Texas, 75201-2975.

b.              GoSolutions GeneralUnsecured Claims.  Onthe Closing Date, the Proofs of Claim shall be disallowed and expunged from theclaims register.

c.               Dismissal ofAdversary Proceeding.  Within five (5) business days afterGoSolutions makes the final Settlement Payment, the Parties shall take allsteps necessary to dismiss the Adversary Proceeding. 

**2.              ****Release ofthe Trustee Claims**.

a.               Release. Except for any rights and claims under or expressly preserved by thisAgreement, effective upon GoSolutions' making of all of the Settlement Payments,in full, the Trustee, for himself, for his predecessors, successors, assigns,legal representatives, agents, attorneys, employees, heirs, and insurers, and forthe VarTec Debtors (collectively, the "Trustee Releasing Parties") does herebyfully, finally, and forever release, acquit, and discharge GoSolutions and itsrespective affiliates, subsidiaries, and all of their respective predecessors,successors, assigns, past and present legal representatives, officers,directors, agents, attorneys, and employees (the "GoSolutions ReleasedParties") of and from any Trustee Claims, and herebyquit-claims, waives any right to, and covenants not to sue any GoSolutionsReleased Party with respect to the Trustee Claims, including all such claims thatthe Trustee has, had or may, can, or shall have, hold, own, or claim to have,own, or hold as of the date of this Agreement.

b.              Complete Defense. The Trustee understands and agrees that the releases included in this paragraph2 shall be treated as a full and complete defense to, and will forever be acomplete bar to the commencement or prosecution of, any and all claims releasedherein.

c.               Unknown Claims. The Trustee understands and agrees that there is a risk that, subsequent to theexecution of this Agreement and the releases included herein, one of theTrustee Releasing Parties will discover, incur, or suffer damage as to theclaims released herein which were unknown or unanticipated at the time thisAgreement was executed which, if known by such releasing party on the date thisAgreement is executed, may have materially affected the decision of said releasingparty to execute this Agreement.  The Trustee understands and agrees that, byreason of the releases agreed to by him herein, he is assuming the risk of suchunknown claims and agrees that his release of the GoSolutions Released Parties appliesto any and all such claims.

d.              Full and CompleteSettlement.  The Trustee intends that the releases agreed to by himin this paragraph 2 be complete and not subject to a claim of mistake of factand that such releases express a FULL AND COMPLETESETTLEMENT of the claims released herein.  Regardless of theadequacy or inadequacy of the consideration paid, the releases included hereinare intended to settle or avoid litigation and/or settle the claims releasedherein, and to be final and complete.

**3.              ****Release of GoSolutionsClaims**.

a.               Release. Except for any rights and claims under or expressly preserved by thisAgreement, GoSolutions, for itself and its predecessors, successors, assigns,legal representatives, officers, directors, agents, attorneys, employees,heirs, and insurers (collectively, the "GoSolutions Releasing Parties"), does herebyfully, finally, and forever release, acquit, and discharge the Trustee and theVarTec Debtors (and their estates) and their respective affiliates,subsidiaries, and all of their respective predecessors, successors, assigns,past and present legal representatives, officers, directors, agents, attorneys,and employees (the "Trustee Released Parties") of and from any GoSolutions Claims, and herebyquit-claims, waives any right to, and covenants not to sue any Trustee ReleasedParty with respect to GoSolutions Claims, including all such claims that GoSolutionshas, had or may, can, or shall have, hold, own, or claim to have, own, or holdas of the date of this Agreement. 

b.              Complete Defense. GoSolutions understands and agrees that the releases included in this paragraph3 shall be treated as a full and complete defense to, and will forever be acomplete bar to the commencement or prosecution of, any and all claims releasedherein.

c.               Unknown Claims. GoSolutions understands and agrees that there is a risk that, subsequent to theexecution of this Agreement and the releases included herein, one of the GoSolutionsReleasing Parties will discover, incur, or suffer damage as to the claims released herein which were unknown or unanticipatedat the time this Agreement was executed which, if known by such GoSolutionsReleasing Party on the date this Agreement is executed, may have materiallyaffected the decision of said releasing party to execute this Agreement.  GoSolutionsunderstands and agrees that, by reason of the releases agreed to by it herein,it is assuming the risk of such unknown claims and agrees that its release ofthe Trustee Released Parties applies to any and all such claims.

d.              Full and CompleteSettlement.  GoSolutions intends that the releases agreed to by itin this paragraph 3 be complete and not subject to a claim of mistake of factand that such releases express a FULL AND COMPLETESETTLEMENT of the claims released herein.  Regardless of theadequacy or inadequacy of the consideration paid, the releases included hereinare intended to settle or avoid litigation and/or settle the claimsreleased herein, and to be final and complete.

**4.              ****Representations**.  Each Party declares, represents, andwarrants to the other Party as follows:

a.               Subject to paragraph 5 below with respect to the Trustee,each Party has full power and authority to execute this Agreement and performall of his or its obligations set forth herein.

b.              No further corporate or organizational action or approval,except for the entry of the Approval Order, is necessary on the part of anyParty to execute and deliver this Agreement, to be bound by its terms, or toperform his or its obligations set forth herein.

c.               Prior to the Closing Date, each Party fully informed himselfor itself as to the terms, contents, provisions, and effects of this Agreement.

d.              Prior to the Closing Date, each Party has had the benefitof the advice of an attorney or attorneys chosen and employed by that Partyconcerning this Agreement.

e.               No promise or representation of any kind has been made toany of the Parties or their representatives by any other Party or itsrepresentative, except as expressly set forth in this Agreement.

f.               This Agreement replaces any and all prior arrangements,understandings, representations, promises, inducements, or othercommunications, whether written or oral, among the Parties pertaining to thesubject matter of this Agreement.

g.              The Parties are the sole owners and holders of the claimsthey are releasing under this Agreement, and none of those claims have beenassigned, pledged, encumbered, or otherwise transferred, in whole or in part,to any other person or entity, except that the Rural Telephone FinanceCooperative may have a security interest in certain of the Trustee Claims.

**5.              ****CourtApproval**.  The enforceability andeffectiveness of this Agreement shall be contingent upon Bankruptcy Courtapproval.  Within three (3) business days after the execution of thisAgreement, the Trustee shall file pleadings, in form and substance agreeable tothe Parties, requesting the entry of the Approval Order.  GoSolutions agrees tocooperate and assist with, and to support, such request.

**6.              ****Modifications**.  This Agreement may not be modified,amended, revised, extended, supplemented, or terminated except in a writingsigned by all of the Parties.

**7.              ****NoAdmission****.**  Except as otherwise provided herein, byentering into this Agreement, no Party is in any way admitting any liability toany other Party on account of any matter covered by this Agreement.  Rather,this Agreement is entered into solely for the purpose of compromise andsettlement, to buy peace, and to avoid and reduce the risks and uncertaintiesof litigation.

**8.              ****Choice ofLaw and Forum****.**  **This Agreement and all mattersarising out of or relating to this Agreement shall be governed by ANDinterpreted, and construed in accordance with the procedural and substantivelaws of the State of Texas wiTHout reference to its PRINCIPLES as to CHOICE OR conflictsof law****, and IT has been entered into by the Parties inrecognition of such laws****.  FOR SO LONG AS THE BANKRUPTCY CASES ARE PENDING,THE PARTIES IRREVOCABLY SELECT AS THE SOLE JUDICIAL FORUM FOR THE ADJUDICATIONOF ANY MATTERS ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT, AND CONSENTTO THE EXCLUSIVE JURISDICTION OF, THE BANKRUPTCY COURT.  THEREAFTER, THEPARTIES HEREBY IRREVOCABLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ANYFEDERAL COURT SITTING IN DALLAS COUNTY, TEXAS WITH RESPECT TO ANY ACTION ORPROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.**

**9.              ****BindingEffect****.**  The Parties acknowledge that thisAgreement is executed after extensive negotiations between and amongrepresentatives of the Parties; therefore, no Party shall be charged withhaving drafted or promulgated this Agreement.  This Agreement shall be bindingupon the Parties and the assignees and successors of the Parties.

**10.           ****Validity**.  If any part of this Agreement is heldto be invalid, illegal or otherwise unenforceable, the validity, legality, andenforceability of the remaining provisions shall be unaffected and unimpaired.

**11.           ****Waiver**.  No waiver byany of the Parties of any breach by the other Party of any term, condition orobligation set forth in this Agreement shall be deemed a waiver of thatprovision or any other provision of this Agreement or a waiver of the same orsimilar breach thereafter.

**12.           ****Severability**.  Except for paragraph 5, ifany term or condition of this Agreement is held to be invalid or unenforceablefor any reason, it shall be deemed severed from this Agreement and theremaining terms and conditions of this Agreement shall not be affected therebyand shall be deemed valid and enforceable to the fullest extent permitted bylaw.

**13.           ****Notices**.  Except as otherwise provided herein,any notices required or permitted to be sent hereunder shall be deliveredpersonally; mailed, certified mail, return receipt requested; sent byfacsimile; or delivered by overnight courier service to the followingaddresses, or such other address as either Party designates by written notice,and shall be deemed to have been given or made (i) upon delivery, if delivered personally; (ii) two businessdays after mailing, if mailed;(iii) one businessday after transmission, if delivered by facsimile, or (iv) one business dayafter delivery to the courier, if delivered by overnight courier service.  

**If to the Trustee:**

Jeffrey H. Mims, Chapter 7 Trustee3102 Oak Lawn Avenue, Suite 700Dallas, Texas  75219(fax) 214.210.2973

with a copy to:

Daniel C. StewartVinson & Elkins L.L.P.3700 Trammell Crow Center2001 Ross AvenueDallas, Texas 75201-2975(fax) 214.999.7761

**If to GoSolutions:**

Michael C. MarkhamJohnson Pope Bokor Ruppel & Burns, LLP911 Chestnut St.Clearwater, FL 33756(fax) 727.443.6548 

**14.           ****Headings**.  The headings in thisAgreement are for the convenience of the reader only and do not form asubstantive part of this Agreement or in any way affect the meaning orinterpretation hereof. 

**15.           ****Counterparts****.**  This Agreement may be executed by delivery of actual,photocopier, or facsimile signatures and in any number of counterparts by theParties using different signature pages, all of which together shall constituteone and the same agreement.  Either of the Parties may execute this Agreementby signing any such counterpart and each of the counterparts shall for allpurposes be deemed an original.

The Partieshave executed and delivered this Agreement as of the date first above written.

** **

**JEFFREY H. MIMS, CHAPTER 7 TRUSTEE FOR THE VARTEC DEBTORS**

By:       /s/ Jeffrey H. Mims________________Name: Jeffrey H. Mims___________________ Title:   Chapter 7 Trustee for the VarTec Debtors________________________________ 

**GoSolutions, inc.**, a Florida Corporation

By:       /s/ Michael A. Richard_____________Name:  Michael A. Richard            Title:   Secretary / Treasurer _______________ 

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As used herein, "claims" shall includeall claims, causes of action, counterclaims, demands, controversies, costs,debts, sums of money, accounts, reckonings, bonds, bills, damages, obligations,liabilities, objections, legal proceedings, equitable proceedings, andexecutions of any nature, type, or description which the releasing parties haveor may come to have against the released parties, including, but not limitedto, negligence, gross negligence, fraud, deceit, misrepresentation, conspiracy,unconscionability, duress, economic duress, defamation, control, interferencewith contractual and business relationships, conflicts of interest,concealment, disclosure, violations of statutes and regulations of governmentalentities, instrumentalities and agencies, equitable subordination, deceptivetrade practices, breach or abuse of any alleged fiduciary duty, breach of anyalleged special relationship, course of conduct or dealing, alleged obligationof fair dealing, alleged obligation of good faith, and alleged obligation ofgood faith and fair dealing, whether or not in connection with or related tothis agreement or any matter or document related hereto, at law or in equity,in contract, in tort, or otherwise, known or unknown, suspected or unsuspected.