EXHIBIT 10.49


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE



     This  Settlement  Agreement and Mutual  Release  ("Agreement")  is made and
entered into as of January 19, 2001 by and between WILLIAM S. PERELL, and CHERYL
HARRISON doing business as HARRISON  DESIGN GROUP  (collectively  referred to as
"Claimants"),  on the one hand, and EXSTREAM DATA, INC. (formerly known as E-Fax
Communications, Inc.) a California corporation ("Exstream"), JOSEPH KARWAT, ERIC
KARLSON,  and ROBERT DUMPER (collectively  referred to as "Defendants"),  on the
other hand. E*COMNETRIX, INC., a Canadian corporation ("E*Comnetrix"), is also a
party to this Agreement.

     WHEREAS,  on June 5, 2000,  plaintiff  William S. Perell  filed a complaint
against  Defendants,  and others,  in the Alameda County  Superior Court for the
State of  California  (Case No.  826985-0),  and then on July 12, 2000,  filed a
First Amended  Complaint  against the same  Defendants,  and others,  containing
causes of action for declaratory relief, fraud, conspiracy,  breach of fiduciary
duty and injunctive relief (referred to hereafter as "the Action");

     WHEREAS,  by  execution  of this  Agreement,  the  parties  hereto  wish to
terminate the Action, with prejudice,  and wish to settle and dispose of any and
all potential or existing  claims  concerning  the subject matter of the Action,
including the following additional potential claims by Claimants:

     (a)  All potential  claims against  Sanford H.  Margolin,  Esq. and the law
          firm of  Margolin  & Biatch  arising  from the  facts set forth in the
          Complaint;



                                       1
<PAGE>

     (b)  All  potential   claims  for  attorneys'  fees  under  the  Settlement
          Agreement  and Release  between  William S. Perell and Exstream  Data,
          Inc. dated January 14, 1997; and

     (c)  All potential  claims that  Claimants were  wrongfully  precluded from
          participating in the September 2000 share tender offer by E*Comnetrix,
          Inc.

     WHEREAS,  Claimants and Defendants  wish mutually to release each and every
existing and potential known or unknown dispute, claim, lawsuit, cause of action
and/or  issue  relating to the subject  matter of the Action as described in the
preceding paragraph,  based on existing facts known or unknown, which could give
rise to equitable or injunctive  relief or damages,  presently known or unknown,
which may or currently exist between them;

     NOW, THEREFORE,  in consideration of the covenants and conditions set forth
herein, and in consideration of the transfer of shares contemplated  hereby, the
parties hereto agree as follows:

     1. Issuance of E*Comnetrix Shares to Claimants in Exchange for Surrender of
Claimants'  Owned Shares of Exstream.  Upon  execution of this  Agreement by all
p[arties,  as well as execution of the  documentation  described in paragraph 21
below,   E*Comnetrix   shall  issue  to  PERELL  and  HARRISON   DESIGN   GROUP,
respectively,  249,128 and 42,000 shares of E*Comnetrix common stock in exchange
for the  surrender  of those  parties'  owned  shares of Exstream  common  stock
(47,453  and  8,000  (struck  out and  initialed  in  original)  8,6000  shares,
respectively) as well as their owned shares of MovingBytes.com, Inc.



                                       2
<PAGE>

     2.  Issuance of  E*Comnetrix  Shares to PERELL in Exchange for Surrender of
Claims  for  Warrants.   Upon  execution  of  this  Agreement  by  all  parties,
E*Comnetrix shall issue to PERELL, in addition to the E*Comnetrix  shares in the
preceding  paragraph,  50,000 shares of E*Comnetrix common stock in exchange for
the  surrender by PERELL of his warrants to purchase  78,000  shares of Exstream
common stock.  The parties agree that any promissory notes tendered by PERELL to
Exstream in the past are hereby deemed null and void.

     3. Dismissal of the Action.  Immediately  after receipt of the  E*Comnetrix
shares described in paragraphs 1 and 2 above, PERELL shall file a dismissal with
prejudice of the entire Action.

     4. Mutual Release Between Claimants and Defendants.  Claimants,  on the one
hand,  and  Defendants,  on the other hand,  hereby  fully and forever  mutually
release  and  discharge  the other  party and its,  his or her  heirs,  assigns,
successors, agents, administrators,  officers, directors,  employees, affiliated
companies,  representatives,  attorneys  and all other person  acting for any of
them  from  any and all  past,  present  or  future  claims,  demands,  actions,
lawsuits,  causes of action, disputes, and any other manner or asserting a claim
for equitable or injunctive relief or for damages (including attorneys' fees) of
any kind or nature  whatsoever  related to the  subject  matter of the Action as
described  above  which  may  exist  as of the date of this  Agreement,  whether
ascertained  or  unascertained,  whether or not  known,  suspected  or  claimed,
whether based on contract, tort, statute or other legal or equitable theories of
recovery.

     5. Waiver of Civil Code Section 1542. The parties understand and agree that
this  Agreement  extends to all past and present claims of every nature and kind
relating to



                                       3
<PAGE>

the  subject  matter  of the  Action  whether  known or  unknown,  suspected  or
unsuspected,  and all rights under Section 1542 of the California Civil Code are
hereby expressly waived by all parties. Such section reads as follows:

     A general  release does not extend to claims  which the  creditor  does not
     known  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.

The  releasing  parties  each  acknowledge  that  one or more of them  may  have
sustained  losses  that are  presently  unknown and  unsuspected,  and that such
losses as were sustained may give rise to additional  losses and expenses in the
future which are not now anticipated.  Nevertheless,  the releasing parties each
acknowledge  that this release has been  negotiated  and agreed upon in light of
this realization and, being fully aware of this situation, each of the releasing
parties intends to release, acquit and forever discharge the released parties as
set forth  herein from any and all such  unknown  claims,  including  damages or
equitable or injunctive relief,  which are unknown and  unanticipated,  provided
that they relate to the subject matter of the Action.

     6. No Reliance; Independent Investigation.  The undersigned agree that each
party  hereto in entering  into this  Agreement  relies upon his, her or its own
investigation  and judgment in regard to all matters  contained  herein and that
he,  she or it has not relied  upon any  representations  by any other  party in
entering into this  Agreement,  and that this Agreement is made and entered into
by each of the parties'  volition.  Each of the parties hereto further  warrants
that this  Agreement  is made and entered  into free of any duress,  coercion or
undue influence from any source whatsoever.



                                       4
<PAGE>

     7. Advice of  Counsel.  The parties  hereto  acknowledge  that (a) each has
relied  upon the advice of his,  her or its own counsel in  connection  with the
negotiation  of this  Agreement and prior to its  execution,  (b) that the legal
nature and effect of this  Agreement  has been fully  explained to each party by
his, her or its own counsel,  (c) that the terms and provisions,  and the nature
and effect,  of this Agreement are fully  understood by each party, and (d) that
each party is relying solely upon the advice of that party's counsel.

     8. No Admission of Liability. The parties further agree that this Agreement
is in the nature of a compromise  and shall not be considered as an admission by
any of the released parties of any wrongdoing.

     9.  Litigation  Regarding  This  Agreement.  In the  event  of any  dispute
resulting in  litigation,  arbitration  or other  proceeding  pertaining to this
Agreement or alleging any breach thereof,  the prevailing party or parties shall
be entitled to recover all expenses of litigation and  attorneys'  fees incurred
in addition to any amount recoverable as a judgment. Such expenses of litigation
and attorneys' fees shall include, without limitation, all costs and expenses in
preparing the defense of the action or proceeding,  in establishing the validity
of this Agreement,  and in prosecuting any counterclaim or cross-claim  based on
this Agreement.

     10.  Final  Agreement.  The terms of this  Agreement  are  intended  by the
parties  as a final  expression  of their  agreement  with  respect to the terms
included  herein  and  may  not be  contradicted  by  evidence  of any  price  o
contemporaneous  agreement.  The  parties  further  intend  that this  Agreement
constitutes  the complete  and  exclusive  statement  of its



                                       5
<PAGE>

terms, and that no extrinsic  evidence  whatsoever may be introduced to vary its
terms in any judicial proceeding involving this Agreement.

     11. Fees and Costs.  The parties  agree to bear their own costs,  expenses,
and attorneys' fees incurred in connection with this Action.

     12.  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of California.

     13. Jurisdiction. Any litigation between the parties which arises out of or
relates to this Agreement, or the breach hereof, shall be brought exclusively in
the court located in Alameda County, California.

     14.  Drafting.  This Agreement shall be construed as jointly drafted by all
parties,  and the rule  construing  ambiguities  against the  drafter  shall not
apply.

     15. Prohibition of Oral  Modification.  This Agreement may be modified only
by a writing signed by all parties affected by said modification.

     16.  Severability.  The parties  hereto agree that if any provision of this
Agreement is held by a court of competent  jurisdiction  to be invalid,  void or
unenforceable,  the remaining  provisions  shall  nevertheless  continue in full
force without being impaired or invalidated in any way.

     17. Counterparts.  This Agreement may be executed in counterparts,  each of
which  shall be deemed a duplicate  original,  but all of which  together  shall
constitute one and the same instrument.

     18.  Corporate  Authorization.  The  parties  hereto who are  signing  this
Agreement  on behalf of a  corporate  or other  business  entity  represent  and
warrant that they are  authorized  by that entity to sign this  Agreement on its
behalf.



                                       6
<PAGE>

     19. Board and/or Shareholder  Approval.  Each of the parties hereto commits
himself to obtaining  Board and/or  shareholder  approval,  as  necessary,  with
respect to the matters set forth herein.

     20. Agreement Binding on Successors.  This Agreement shall be binding upon,
and shall  inure to the benefit of, the  parties  hereto,  and their  respective
officers,  directors,  partners,  employees,  predecessors in interest,  agents,
heirs, administrators, executors, beneficiaries, successors, representatives and
assigns.

     21. Additional Documents/Actions. Each of the parties hereto agrees to sign
whatever documents and take such further actions as are reasonably  necessary to
effectuate  the terms and  provisions  of this  Agreement,  and to refrain  from
taking any action that would prevent the parties from carrying out the intent of
this Agreement.









                            [continued on next page]





                                       7
<PAGE>


     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
set forth above.


                                       /s/ William S. Perell
                                       -----------------------------------------
                                       WILLIAM S. PERELL


                                       /s/ Cheryl Harrison
                                       -----------------------------------------
                                       CHERYL HARRISON dba
                                       HARRISON DESIGN GROUP


                                       EXSTREAM DATA, INC.


                                       By: /s/ Joseph Karwat
                                           -------------------------------------
                                           Name:  Joseph Karwat
                                           Title:  President


                                       /s/ Eric Karlson
                                       -----------------------------------------
                                       Eric Karlson


                                       /s/ Robert Dumper
                                       -----------------------------------------
                                       Robert Dumper


                                       E*COMNETRIX, INC.

                                       By: /s/ [Illegible]
                                           -------------------------------------
                                           Name:
                                           Title:  President