Exhibit 10.1

              SETTLEMENT AND RELEASE AGREEMENT

     This  Settlement  and  Release  Agreement  ("Settlement
Agreement")  is  made  and entered into  this  13th  day  of
February,  2001  (the "Effective Date"), between  and  among
California  Software  Corporation, a  corporation  organized
under the laws of the state of Nevada (the "Company"), Bruce
Acacio,  Carol Conway, and NevWest Securities Corporation  a
corporation organized under the laws of the state of  Nevada
including  its  officers, directors,  employees  and  agents
("NevWest"),  on the one hand (collectively,  the  "Released
Parties"),    and   certain   of   the   subscribers    (the
"Subscribers") to the Company's Private Placement Memorandum
dated  February  14,  2000  (the  "PPM").   All  the  above-
described individuals and entities are sometimes referred to
herein as "the Parties."

                    W I T N E S S E T H:

     WHEREAS,  California Software Corporation  conducted  a
private  placement (the "Private Placement") pursuant  to  a
private   placement   memorandum  (PPM)   which   memorandum
contained   certain  representations  made  in  good   faith
pertaining to the financial condition and/or performance  of
the Company;

     WHEREAS,   the   Subscribers   purchased   shares    in
conjunction with the Private Placement;

     WHEREAS,  subsequent to the completion of  the  Private
Placement,  the  Company  caused  to  be  filed  a  material
restatement of the financial condition and/or performance of
the  Company, which restatement may have, or is  alleged  to
have, affected implied terms and conditions contained in the
PPM;

     WHEREAS, the Company, in light of these issues, desires
to resolve any potential dispute or claim which may arise as
a result of these circumstances;

     WHEREAS,  the Subscribers desire to reach an  equitable
settlement of this matter without resorting to further legal
recourse  including but not limited to potential  litigation
related to any and all claims they may allege against any of
the   Released   Parties   as   a   consequence   of   these
circumstances;

     NOW,  THEREFORE,  in  consideration  of  the  payments,
releases,  covenants, warrants and undertakings  hereinafter
set  forth,  the Released Parties and Subscribers  agree  as
follows:

                     A G R E E M E N T:

     1.    Any  and  All  Alleged  Claims.  This  settlement
relates  to  all  claims  of  the  Subscribers  against  the
Released Parties, including but not limited to individual or
derivative  claims  based on any alleged inaccuracy  in  the
Company's  financial statements, PPM, or  filings  with  the

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Securities   &  Exchange  Commission;  claims   for   fraud,
including   without   limitation   claims   concerning   the
misstatement  of  facts  or  the omission  of  facts,  gross
negligence,  or  mismanagement  arising  from  the   alleged
failure of the Company or its officers or directors properly
to  manage  or  oversee the Company's outside auditors;  any
claims  that  the Released Parties breached their  fiduciary
duties, if any, to the Subscribers; and such other claims of
any sort arising from the circumstances contemplated herein.

     2.   No Admission.  This settlement is not an admission
of  any  liability by any of the Released Parties  or  their
officers, directors, or representatives, which liability  is
expressly denied, and is intended solely to resolve the  un-
liquidated  and  disputed claims of the Subscribers  against
the  Released Parties.  This Settlement Agreement shall  not
be  admissible as evidence against any party hereto  or  its
Affiliates  in any proceeding other than in a proceeding  to
enforce  an obligation of a party hereunder or as  proof  of
Settlement.

     3.    Conditions  to  Settlement.      This  Settlement
Agreement  shall have no force or effect absent satisfaction
of   each  and  all  of  the  following  conditions,   which
conditions  are for the benefit of the Company  and  may  be
waived  in  writing  in the Company's  sole  and  unfettered
discretion:

     3.1.   Execution   of  the  Settlement   Agreement   by
Subscribers  representing no less than ninety percent  (90%)
of  all  common  shares sold through the PPM (the  "Required
Number  of  Subscribers"), all of  which  Subscribers  shall
participate   to   the  full  extent  of  the   Subscriber's
shareholdings in the Company, whether those shares are  held
in  the Subscriber's name, in trust, or in a related name or
entity    (Those  Subscribers  who  execute  the  Settlement
Agreement  and thereby agree to participate are referred  to
herein as the "Participating Subscribers"); and

     3.2. Delivery to the Company's representative, Rutan  &
Tucker,  on  or  before  December  4,  2000,  of  Settlement
Agreements   executed   by  all  Subscribers   electing   to
participate in the Settlement Agreement.  (The date of  such
delivery shall be referred to herein as the Effective Date.)

     4.     Absolute  Rescission  and  Settlement.      This
Agreement   makes  null  and  void  any  and  all   previous
agreements as between the Released Parties, or any of  them,
and the Subscribers whether written or oral.

     5.    Released  Parties Consideration.    The  Released
Parties  shall  provide consideration in  exchange  for  the
releases,  covenants, warrants and undertakings executed  by
the Participating Subscribers as follows:

     5.1.   Cash   Compensation.        The  Company   shall
compensate the participating Subscribers in the form of cash
on   a   pro-rata   basis   related  to   their   investment
participation in the PPM, in the maximum aggregate amount of
Two  Million  Five Hundred Thousand Dollars ($2,500,000.00).

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The terms of such monetary based compensation shall include:

          5.1.1.      A  maximum  aggregate  amount  of  One
               Million   Five   Hundred   Thousand   Dollars
               ($1,500,000.00)  shall be made  available  to
               Participating  Subscribers within  forty-five
               days  of  the  Effective Date.   The  Company
               shall  be  solely and exclusively responsible
               for  such  payment and shall effectuate  such
               payment    by    paying   the   Participating
               Subscribers  56.5  cents  ($0.565)  for  each
               share of the Company's common stock purchased
               through  the  PPM.   Should  all  Subscribers
               execute the Settlement Agreement, this amount
               reflects    an    aggregate    payment     of
               approximately $1.5 million.

          5.1.2.     Within forty-five days of the Effective
               Date, by Promissory Note, a maximum aggregate
               amount of One Million Dollars ($1,000,000.00)
               shall  be  made  available  to  Participating
               Subscribers  by  the  Company.   The  Company
               shall  be  solely and exclusively responsible
               for  such  payment and shall effectuate  such
               payment via Promissory Note, which Promissory
               Note  shall take the form of the sample  note
               attached  hereto as Exhibit "A".   This  Note
               shall   obligate  the  Company  to  pay   the
               Participating Subscribers 36.5 cents ($0.365)
               for   each  share  of  the  Company's   stock
               obtained  through  the PPM within  thirty-six
               (36)  months  pursuant  to  the  terms  of  a
               Promissory  Note  (the  "Promissory   Note").
               Should all Subscribers execute the Settlement
               Agreement, the aggregate payment to  be  made
               under     the    Promissory    Note    totals
               approximately $1 million.

     5.2  Securities Based Compensation.

          5.2.1      Within forty-five days of the Effective
               Date,  Bruce  Acacio and Carol  Conway  shall
               each    transfer    to   the    Participating
               Subscribers,  on a pro rata basis,  based  on
               the  number  of shares purchased through  the
               PPM  by all Participating Subscribers, up  to
               600,000  shares (the "Acacio/Conway  Shares")
               of their individual holdings in the Company's
               common stock, or such lesser sum equal to the
               percentage of all common shares sold  through
               the  PPM  represented  by  the  Participating
               Subscribers.  [By way of example, should  the
               Participating Subscribers represent only  95%
               of  the  shares  sold through  the  PPM,  the
               number  of  shares each would transfer  would
               total 570,000 shares.]

          5.2.2      Within forty-five days of the Effective
               Date,   NevWest   shall   transfer   to   the
               Participating  Subscribers,  on  a  pro  rata
               basis,   based  on  the  number   of   shares
               purchased    through   the   PPM    by    all
               Participating  Subscribers,  up  to   500,000
               shares  (the  "NevWest Shares") of  NevWest's

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               holdings  in the Company's common  stock,  or
               such  lesser  sum equal to the percentage  of
               all   common  shares  sold  through  the  PPM
               represented by the Participating Subscribers.
               [By  way of example, should the Participating
               Subscribers represent only 95% of the  shares
               sold  through the PPM, the number  of  shares
               NevWest  would  transfer would total  475,000
               shares.]    NevWest  shall  be   solely   and
               exclusively responsible for transferring  the
               shares referenced in this sub-paragraph.

          5.2.3         The    Participating    Shareholders
               acknowledge  that the common  shares  of  the
               Company's  stock held by Bruce Acacio,  Carol
               Conway,  and NevWest are or may be restricted
               securities,  as described in  Rules  144  and
               144A  of the Securities Act of 1933, and  are
               or  may be subject to the provisions thereof.
               The  Company warrants however, that it  shall
               cause  to  be  filed with the Securities  and
               Exchange  Commission a Registration Statement
               registering  these shares  along  with  those
               shares initially purchased by the Subscribers
               through    the   Private   Placement.     The
               Registration  Rights  referred  to  in   this
               section  are  embodied  in  the  Registration
               Rights  Agreement substantially in  the  form
               attached hereto as Exhibit "B".

          5.2.4      Within forty-five days of the Effective
               Date,  the  Company shall issue each  of  the
               Participating  Subscribers  a  warrant   (the
               "Warrant") exercisable into one share of  the
               Company's   common  stock  for   each   share
               purchased  by  the Participating  Subscribers
               through  the Private Placement.  The  Warrant
               shall  have  a term of two (2) years  and  an
               exercise  price equal to the  higher  of  (a)
               $2.00  or (b) the average of the closing  bid
               and  ask prices of the Company's common stock
               on the OTCBB on the date immediately prior to
               the date the Settlement Agreement is executed
               and exchanged by the Released Parties and  by
               the Required Number of Subscribers.  The form
               of  the Warrant is attached hereto as Exhibit
               "C".

          5.2.5      Issuance  of the Acacio/Conway  Shares,
               NevWest  Shares,  and the Warrants  shall  be
               subject  to  qualification  of  the  issuance
               thereof  for  exemption from the registration
               requirements of Federal and applicable  state
               securities  laws.  In order  to  ensure  such
               exemption,   each  Participating   Subscriber
               shall  execute an Investor Certificate  in  a
               form  acceptable to counsel  to  the  Company
               certifying that such Participating Subscriber
               continues  to be an "accredited investor"  as
               defined in Rule 501(a) of the Securities  Act
               of  1933, as amended, as represented by  such
               Participating  Subscriber  in   the   Private
               Placement.

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     6.   Tax Consequences.   The Released Parties shall not
be  responsible  for the tax consequences, if  any,  to  the
Participating Shareholders in the transactions  contemplated
by the Settlement Agreement.

     7.     Covenant   of  Cooperation.  The   Participating
Subscribers  shall  reasonably cooperate with  the  Released
Parties  in  connection with pursuit of any  claims  by  the
Released  Parties  against the Company's  prior  accountant,
James  E. Slayton, and in the defense of any claims asserted
by  non-signatories to the Settlement Agreement against  the
Released  Parties (collectively, the "Cooperation  Claims").
This duty to cooperate shall include, but not be limited to,
the  duty to voluntarily:  (a) provide all documentation  in
their  control relating to the Company or their  investment;
(b)  appear  as  reasonably required in any  administrative,
judicial,  or  other proceeding relating to the  Cooperation
Claims;  (c) execute such documents reasonably necessary  to
assist   the  Released  Parties  in  connection   with   the
Cooperation  Claims; (d) notify Released Parties  if  served
with  any subpoenas or other legal process relating  to  the
Cooperation  Claims  or  if contacted  by  any  third  party
requesting  information concerning the  Cooperation  Claims;
(e) cooperate in any application of the Released Parties  to
obtain  any  determination that the sums agreed upon  herein
constitute  a  reasonable  settlement;  and  (f)   otherwise
cooperate as reasonably necessary to effectuate the terms of
this Settlement Agreement.

     8.   Corporate Governance.    To the extent director or
shareholder  approval  may  be required  to  consummate  the
transactions in the Settlement Agreement, the Parties  agree
to act in good faith to accomplish such approvals.

     9.   Timely Performance. In the event that the Released
Parties  fail timely to provide the consideration  described
in  this Agreement, the Subscribers shall have the option of
either  (i)  terminating this Agreement and treating  it  as
null  and  void or (ii) treating the Agreement as  effective
and  suing  the  Released Parties in the County  of  Orange,
State  of  California  for  breach  of  contract  and/or  to
specifically enforce the Released Parties payment and  other
obligations  hereunder.   In the event  of  such  suit,  the
Released  Parties  consent  to the  jurisdiction  and  venue
identified herein.

     10.  Subscriber Consideration.

     10.1  Release by the Participating Subscribers.  Except
for  Claims  for  breach of this Settlement  Agreement,  the
Participating Subscribers, on behalf of themselves and their
respective  officers, directors, employees, representatives,
predecessors,  successors,  agents,  assigns  and  attorneys
(together,  the "Releasors"), do hereby forever release  and
discharge   the   Released  Parties  and  their   respective
officers,     directors,     employees,     representatives,
predecessors,  successors,  agents,  assigns  and  attorneys
(together,  the  "Releasees"), from  any  and  all  actions,
causes  of  actions, suits, debts, sums of money,  accounts,
reckonings,    bonds,   bills,   contracts,   controversies,
agreements,    promises,   damages,    judgments,    awards,
executions, claims and demands whatsoever, including without
limitation  costs and attorneys' fees, in law, admiralty  or

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equity, or as a result of any arbitration, whether known  or
unknown  to  any of the Releasors (collectively,  "Claims"),
which  the Releasors, or any of them, ever had, now have  or
hereafter  can,  shall, or may have, whether  in  their  own
right  or  by assignment, transfer or grant from  any  other
person,  upon  or by reason of any matter,  cause  or  thing
whatsoever, from the beginning of the world to the Effective
Date.   This release extends to, but is not limited to,  any
individual  or  derivative claims that the  Releasors  might
have  based  on  any  alleged inaccuracy  in  the  Company's
financial statements, PPM, or filings with the Securities  &
Exchange  Commission;  claims for fraud  including,  without
limitations, claims concerning the misstatement of facts  or
the  omission  fo facts, gross negligence, or  mismanagement
arising  from  the  alleged failure of the  Company  or  its
officers  or  directors properly to manage  or  oversee  the
Company's outside auditors; and any claims that the Released
Parties  breached their fiduciary duties,  if  any,  to  the
Subscribers.

     10.2  Waiver  of  Civil Code Section 1542  and  Similar
Provisions.  It is the intention of the Releasors, and  each
of  them, that this instrument shall be effective as a  full
and final accord and satisfaction and final release covering
and  including  all  claims of any  kind  or  nature,  past,
present,   or   future,  known  or  unknown,  suspected   or
unsuspected, against the Released Parties.  In entering into
this  Settlement Agreement, the Releasors, and each of them,
waive and relinquish to the fullest extent permitted by  law
the  provisions,  rights, and benefits of  California  Civil
Code section 1542 and any similar, comparable, or equivalent
law  of  any  state  or  territory of the  Unitd  States  or
principle  of  common law.  Section 1542 of  the  California
Civil Code provides as follows:

     A  GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
     THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST  IN
     HIS  FAVOR  AT THE TIME OF EXECUTING THE  RELEASE,
     WHICH   IF  KNOWN  BY  HIM  MUST  HAVE  MATERIALLY
     AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

     In  this connection, the Participating Subscribers  and
Releasors  acknowledge that claims and facts in addition  to
or  different from those which are now known or believed  to
exist  may  hereafter  be discovered  with  respect  to  the
subject  matter  of  this instrument or  the  other  parties
hereto.

     10.3 Covenant Not to Sue. The Participating Subscribers
hereby covenant never to sue or threaten to sue the Released
Parties  over  matters  directly or indirectly  contemplated
herein.

     11.    Notices.  Any  notice  given  pursuant  to  this
Settlement  Agreement  shall be in writing  and,  except  as
otherwise expressly provided herein, shall be deemed to have
been  duly  delivered if delivered in person or by certified
or registered or overnight express mail, postage and mailing
expense  prepaid, or by facsimile transmission.   Electronic
signatures  or  signature  facsimiles  shall  be  deemed  to
evidence  due  execution.   Any such  notice,  if  given  or
rendered to the Company or its Affiliates shall be addressed

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to: California Software Corporation, 2485 McCabe Way, Irvine
California 92614 Attention: Chief Executive Officer or shall
be  transmitted via facsimile to: (949)-838-0350.  Any  such
notice,   if  given or rendered to NevWest or its Affiliates
shall  be addressed to: NevWest Securities Corporation  2654
W. Horizon Ridge Parkway Suite B-8, Henderson, Nevada, 89052
Attention:  Chief Executive Officer or shall be  transmitted
via facsimile to: (702)-269-0653. Either party may specify a
different address by notifying the other in writing of  such
different address.

     12.    Severability.      If  any  provision  of   this
Settlement  Agreement, or the application of such  provision
to  any  person or circumstance, shall be held to be invalid
or   unenforceable,   the  remainder  of   this   Settlement
Agreement,  or  the  application of such provision  to  such
persons  or  circumstances other than those to which  it  is
held   invalid  or  unenforceable,  shall  not  be  affected
thereby,   provided  that  such  invalid  or   unenforceable
provisions  shall  be  replaced  by  valid  and  enforceable
provisions  which  will  achieve  as  far  as  possible  the
economic  and  business intentions of the  parties  to  this
Settlement Agreement.

     13.   Participating Subscribers' Acknowledgement.   The
Participating Subscribers hereby warrant and represent  that
(a)  they  have  read  and  understood  the  terms  of  this
Settlement  Agreement;  (b) they have  the  full  right  and
authority (i) to enter into this Settlement Agreement,  (ii)
to  grant  the releases, covenants and undertakings  recited
herein  on their own behalf and on behalf of each  of  their
Affiliate(s) if any, and (iii) to enter into the  agreements
received herein on their own behalf and on behalf of each of
their  Affiliate(s)  if any; (c) there  are  no  outstanding
agreements,  assignments, or encumbrances inconsistent  with
the  provisions set forth in this Settlement Agreement;  (d)
no  other party or agent or attorney of any other party  has
made  any  promise, representation, or warranty  whatsoever,
express  or  implied, not contained herein,  concerning  the
subject  matter  hereof,  to induce  them  to  execute  this
Agreement,  and  the  Participating Subscribers  acknowledge
that  they have not executed this Agreement in reliance upon
any  such promise, representation, or warranty not contained
herein;  and (e) this Settlement Agreement has been executed
with  the  consent and upon the advice of the  Participating
Subscribers'   counsel  or  with  an  opportunity   of   the
Participating Subscribers to obtain advice of counsel.

     14.    Released  Parties  Acknowledgment.           The
Released Parties hereby warrant and represent that (a)  they
have  read  and  understood  the terms  of  this  Settlement
Agreement; (b) they have the full right and authority (i) to
enter  into  this Settlement Agreement, (ii)  to  grant  the
releases, covenants and undertakings recited herein on their
own  behalf and on behalf of each of their Affiliate(s), and
(iii)  to enter into the agreements recited herein on  their
own behalf and on behalf of each of their Affiliate; and (c)
there   are  no  outstanding  agreements,  assignments,   or
encumbrances inconsistent with the provisions set  forth  in
this Settlement Agreement

     15.   Integration.    Except as otherwise  specifically
set  forth herein, this Settlement Agreement, together  with
its   Exhibits,   represents  the   entire   agreement   and
understanding  between  and among the  parties  hereto  with
respect to the subject matter hereof and supersedes any  and
all  prior  or  contemporaneous discussions, agreements  and
understandings relating thereto.

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     16.   Strict Performance.      The failure by any party
to insist upon the strict performance of any covenant, duty,
agreement  or condition of this Settlement Agreement  or  to
exercise  any  right  or  remedy consequent  upon  a  breach
thereof  shall not constitute waiver of any such  breach  or
any other covenant, duty, agreement or condition.

     17.    No  Agency.        Nothing  in  this  Settlement
Agreement shall be deemed to appoint or authorize any  party
to  act as an agent of the other party or to assume or incur
any  liability or obligation in the name or on behalf of the
other party.

     18.   Governing Law and Jurisdiction.    This Agreement
is  made  and  entered into in the State of  California  and
shall in all respects be interpreted, enforced, and governed
by  and  under  the  laws of the State of  California.   Any
dispute  concerning  the  interpretation,  enforcement,   or
performance  of this Settlement Agreement shall be  resolved
in  any  court  of competent jurisdiction in the  County  of
Orange,   State   of  California.   .  All  Parties   hereto
acknowledge and submit to jurisdiction of such courts within
the State of California.

     19.     Counterparts.         This    Settlement    and
Dissolution   Agreement   may  be   executed   in   separate
counterparts, each of which shall be considered an  original
but all of which shall constitute one agreement.

     20.   Drafting  of  Agreement.   This  Agreement  is  a
negotiated document and shall be deemed to have been drafted
jointly by the parties.  This Agreement shall be interpreted
and  construed  on the express assumption that  all  parties
participated equally in its drafting.

     21.   Time  of the Essence.  Time is of the essence  of
this  Settlement Agreement, and of each term  and  condition
hereof.

WHEREFORE,  the parties hereto, having been duly  authorized
to  do  so,  have  caused this Settlement  Agreement  to  be
executed as of the date first above written.

CALIFORNIA SOFTWARE CORPORATION


     /s/ Bruce Acacio
     -------------------------------
      By Bruce Acacio, its CEO


     /s/ Carol Conway
     -------------------------------
      By Carol Conway, its President

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NEVWEST SECURITIES CORPORATION


     /s/ Anthony M. Mello, III
     -------------------------------
      By Anthony M. Mello, III, its authorized representative


     /s/ Antony M. Santos
     -------------------------------
      By Antony M. Santos, its authorized representative




 /s/ Bruce Acacio
------------------------------------
Bruce Acacio



/s/ Carol Conway
------------------------------------
Carol Conway



SUBSCRIBER(S)

------------------------------------

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