Prepared by MerrillDirect





Exhibit 10.32


CONSENT TO SETTLEMENT OF CLAIM


The undersigned creditor of EpicEdge,
Inc. (“Creditor”), for good and valuable consideration, does hereby absolutely
and conditioned solely as described below agree to compromise, settle or
otherwise resolve Creditor’s claim(s), debts, demands, actions, contracts,
obligations, liabilities, damages of any type or nature, in existence as of
February 1, 2001, and whether now known or not known, statutory, common law or
otherwise against EpicEdge, Inc., along with all other creditors of EpicEdge,
Inc. who similarly agree to compromise, settle or otherwise resolve their
respective claims debts, demands, actions, contracts, obligations, liabilities,
damages of any type or nature, in existence as of February 1, 2001, and whether
now known or not known, statutory, common law or otherwise, including and
without limitation Creditor’s claim, choosing one of the following Options:


                                       OPTION “A” Creditors with claims of $5,000 or less,
or who are willing to reduce their claims to $5,000 will be paid in full upon
receipt of sufficient consents of creditors.



                                       OPTION “B” Creditors with claims
greater than $5,000 and who do not reduce their claims will be paid a total of
60% of their claims over a thirty month period; the initial payment will equal
18% of their approved claim upon receipt of sufficient consents of creditors,
followed by quarterly payments of 4% of each creditor’s allowed claim beginning
180 days after the initial payment, with a final quarterly payment of 6%.  PLUS, If the Company can make payments
totaling 30% of the allowed consenting creditor claims on or before December
31, 2001, such payment will satisfy the full amount of the amount due; If the Company can make payments totaling 50% of
the allowed consenting creditor claims on or before December 31, 2002, such
payment will satisfy the full amount of the amount due;



This Consent to Settlement of Claim is
conditioned upon at least 95% of the dollar amount of the claims of unsecured
creditors of EpicEdge, Inc., or some lesser percentage as EpicEdge, Inc. may so
elect at its sole discretion, executing a similar Consent to Settlement of
Claims and returning said Consent to Settlement of Claims on or before March
31, 2001 or such date thereafter as the Company elects.  In the event a sufficient number of Consents
are not received, this Consent shall not be binding on the Creditor.





Creditor further represents that it has
adequate information concerning the financial condition of EpicEdge, Inc. to
make an informed decision regarding the settlement of its claim against
EpicEdge, Inc. and that it has independently and without reliance on
Development Specialists, Inc., and based on such information as the Creditor
deemed appropriate, made its own analysis and decision to execute this Consent
to Settlement of Claim; that it has not and will not assign its claim without
the express written consent of EpicEdge, Inc.; that the signatory below has the
authority to execute this Consent and perform thereunder.  Creditor hereby acknowledges, agrees and
represents that Creditor has no claims arising from and act or omission by
EpicEdge, Inc. or Development Specialists, Inc. with respect to this
Consent.  To the extent that the
Creditor now has, or in the future possesses any claim against Development
Specialists, Inc. with regard to or relative to the Consent to Settlement of
Claim, whether known or unknown, fixed or contingent, the same is irrevocably
released in its entirety.


This Consent to Settlement of Claim
supercedes all prior discussions and agreements, oral or written, between the
Creditor, EpicEdge, Inc, and Development Specialists, Inc. with respect to the
matters contained herein and constitutes the sole and entire agreement between
the parties.  The terms of this Consent
shall be binding upon, and inure to the benefit of the parties and their
respective successors and assigns.  All
representations and warranties made herein shall survive the execution and
delivery of this Consent to Settlement of Claims.


This Consent to Settlement of Claims
shall be governed by the laws of the State of Texas.  Any action arising under or related to this Consent may be
brought in any State or Federal Court located in the State of Texas.  Creditor hereby consents to and confers
personal jurisdiction over Creditor by such court or courts and agrees that
service of process may be upon Creditor at the address set forth below, and in
any action hereunder Creditors waives the right to demand trial by jury.


IN WITNESS WHEREOF, the undersigned
Creditor has duly consented to this Consent to Settlement of Claims by its
authorized representative this        day of                            ,
2001.


Amount claimed by creditor: 
$____________________________________________.

                                                                                      (fill in amount)


	BY:	WITNESS:
	 	 
	


CREDITOR	


SIGNATURE
  OF WITNESS
	 	 
	


AUTHORIZED
  SIGNATURE	


PRINT
  NAME/TITLE
	 	 
	


PRINT
  NAME/TITLE	


TELEPHONE
  NO.
	 	 
	


TELEPHONE
  NO.	 



 


	Return
  form to:	DEVELOPMENT SPECIALISTS, INC.
	 	333 SOUTH GRAND AVENUE, SUITE 2010
	 	LOS ANGELES, CALIFORNIA 90071
	 	FAX NUMBER: 213-617-2718