Exhibit 10.6 - Settlement Agreement

Agreement ("Agreement"), dated as of January 18, 2004, among Gary D. Morgan , an
individual  residing at 6535F  Parkview  Drive,  Boca Raton Florida  ("GDM") and
World  Information  Technology  Inc., a Nevada  corporation with offices at 2300
West Sahara, Suite 500, Las Vegas, NV 89102 ("WRLT").

                                    RECITALS

A. WRLT filed with the Securities and Exchange  Commission in August 2003, as an
exhibit to a filing, an employment agreement ("Employment Agreement"),  dated as
of July 24, 2003, between WRLT and GDM.

B. WRLT and GDM desire to resolve  disputes  which they have in accordance  with
the terms and conditions herein below set forth.


         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable  consideration which the parties acknowledged has been received,  it is
agreed as follows:

1. The Employment Agreement is terminated and is null and void, inclusive of all
warrants  thereunder,  effective  immediately,  except the  Indemnity  Agreement
(attached  as Exhibit C thereto)  shall  remain in full force and effect.  It is
specifically  further understood that all rights to compensation and benefits in
Paragraph 4 of the  Employment  Agreement  are  terminated  and GDM releases any
rights or claims  thereto  including,  but not  limited to (a) the  annual  base
salary in subparagraph (i); (b) the signing bonus in subparagraph  (ii); (c) the
participation in bonus programs in subparagraph (iii); (d) the EBITDA bonus, the
initial  market  cap  bonus,  the  listing  bonus  and the  financing  bonus  in
subparagraph  (d); (e) the benefits in  subparagraph  (e); (f) the stock options
and business  expenses in  subparagraph  (f); (g) the  variable  life  insurance
policy of $10 million in  subparagraph  (g); (h) the office and support staff in
subparagraph  (h); (i) the vacation in  subparagraph  (i); (j) the  insurance in
subparagraph (j); and (k) the special enterprise award in subparagraph (k).

2. Effective immediately,  GDM voluntarily resigns as Chairman,  Chief Executive
Officer,  a Director of WRLT and each other  position he has with WRLT or any of
its subsidiary entities or affiliates of any of them..

3. WRLT will issue to GDM a  promissory  note,  in the form  attached  hereto as
Exhibit A and made a part hereof,  for the principal sum of $370,500,  due April
30,  2004 with  interest  at the rate of 4% per annum and subject to voidance of
such note in accordance with its terms.













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<PAGE>

4. WRLT  issued to Vantage  Consulting  Group  LLC,  an entity in which GDM is a
related party, in June,  2003 (prior to the date of the Employment  Agreement) a
Warrant for 1 million  shares of common  stock of WRLT at an  exercise  price of
$0.25 per share  (both the  number of shares  and  exercise  price  having  been
adjusted for the 2 for 1 stock split in August, 2003). Vantage has notified WRLT
it will exercise the same concurrently  herewith and, pursuant to the provisions
of the Warrant  shall use the cashless  exercise  rights and  therefore  will be
issued a certificate  for 942,792 shares of WRLT  (calculated  based upon a WRLT
stock price of $4.37 per share). Such certificate will have endorsed thereon the
restrictive legends set forth in the Warrant which is attached hereto as Exhibit
B and made a part hereof.  It is  understood  that the Warrant has been modified
(from the  Warrant of June,  2003)  solely to  eliminate  any  reference  to any
employment arrangement with GDM.

5. All warrants,  convertible  notes issued or contemplated to be issued by WRLT
to GDM or any of his  affiliates  under the  employment  agreement or otherwise,
except the Warrant  referred to in Paragraph 4 of this  Agreement  are cancelled
and it is  acknowledged  that  GDM  has no  rights  or  claims  thereto  and GDM
covenants that he has not assigned or  transferred  any of them to any person or
party.

6. WRLT will issue a stock  certificate  to GDM, on the date this  Agreement  is
executed and exchanged for 1 million shares of common stock of WRLT. Such shares
will be  delivered  to a  reputable  licensed in New York State  attorney  whose
regular  office is maintained in New York County to be held in escrow (the costs
of which are to be paid for by GDM) in accordance with a signed escrow agreement
(in form not inconsistent  with those signed by nationally  recognized law firms
when acting as escrow agents)  delivered to WRLT  concurrently  with delivery of
the stock  certificate until the earlier of June 30, 2004 or the receipt by WRLT
of the Financing  defined in the  promissory  note attached as Exhibit A hereto.
Such stock  certificate will have endorsed thereon the same restrictive  legends
as set forth in Exhibit B.

7. GDM  covenants to WRLT that (i) he has paid,  on behalf of WRLT  expenses and
costs in the ordinary costs of business in the amount in excess of  $500,000;and
(ii) except for the shares and  warrants he will receive  under this  Agreement,
the only  shares  or  warrants  of WRLT of WRLT  owned by GDM or his  direct  or
indirect  affiliates,  are 95,000 shares . In  consideration of GDM's release of
WRLT of any obligation to repay to him such  advances,  WRLT will issue to GDM a
Warrant,  substantially in the form attached hereto as Exhibit C and made a part
hereof. Such warrant shall be for 500,000 shares of common stock of WRLT, be for
a term of five years, will not have a cashless  exercise  feature,  will have an
exercise price of $4.00 per share and may not be exercised prior to September 1,
2004.   Shares  issued   thereunder  will  have  the  restrictive   legends  and
registration rights set forth in Exhibit C.

8. WRLT is not  issuing  to GDM a release of any kind to GDM for any of his acts
or omissions.







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<PAGE>

9.  GDM  will,  without  further  consideration,  cooperate  with,  and  provide
information  to,  the  management  and  Board  of  Directors  of WRL  and  their
respective designees and representatives in the transition for new management of
WRLT, in respect to understanding  transactions  with occurred prior to the date
hereof and will any  threatened  claims or actions  or  proceedings  of any kind
which arise hereafter  relating to acts or omissions prior hereto of WRLT of any
of its officers or Directors.  The parties will mutually arrange their schedules
in connection with such matters.

10. Any notice required or permitted  hereunder shall be in writing an delivered
to the  respective  parties in person or  addressed to them,  by certified  mail
return receipt  requested at their respective  addresses set forth at the outset
of  this  Agreement  and in the  case  of WRLT  to the  Attention  of its  Chief
Executive Officer or to such other address as either party notifies the other in
writing.  Copies shall be sent to the  respective  counsel of the parties as set
forth on Exhibit D attached hereto and madder a part hereof.

11.  This  Agreement  and the  Exhibits  hereto,  shall  constitute  the  entire
understanding  of the parties with respect to the subject  matter and supercedes
all prior or written understandings.

12. This Agreement shall be binding upon and inure to the benefit of the parties
and their  respective  successors,  assigns,  legal  representatives  and heirs;
however,  neither this  Agreement nor rights or obligations of GDM or, except as
part of a merger,  consolidation  of  reorganization,  nor WRLT hereunder may be
assigned.

13. This  Agreement  shall be governed by and construed in  accordance  with the
internal  laws of the  State of New York,  without  regard  to  conflict  of law
principles.  Any dispute with respect to the interpretation of this Agreement or
the exhibits  hereto shall be  exclusive  brought in a proceeding  in the United
States  District  Court for the Southern  district of New York, or if such court
lacks  subject  matter  jurisdiction  in the Supreme  Court of the State of New,
York,  County of New York.  Each of the parties  waives the right to contest the
jurisdiction  or venue of  either  such  Court  to claim  they are  inconvenient
forums.

14. This  Agreement may be executed in one or more  counterparts,  each of which
shall be deemed an original and all of which shall constitute one agreement.

15. WRLT warrants to GDM that this  Agreement and each of the exhibits  attached
hereto have been approved by its Board of Directors and have been  authorized to
be signed and delivered (together with such other instruments and documents) and
for  designated  officers  to execute  such other and  further  instruments  and
documents  and to take  such  other  actions,  including,  but not  limited  to,
advising the transfer  agent of the WRLT of the  certificate to be issued as may
be deemed necessary or advisable to effect the transactions  contemplated by the
this Agreement or the exhibits thereto.











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<PAGE>

IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.


                                      _______________________________
                                      Gary D. Morgan

                                       World Information Technology, Inc.

                                      By:____________________________





























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<PAGE>

THIS NOTE MAY NOT BE TRANSFERRED,  SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

                                      NOTE
                                      ----

$370,500.00                                                     New York, NY
                                                                January 26, 2004

         FOR  VALUE  RECEIVED,  World  Information  Technology,  Inc.,  a Nevada
corporation,  having its  principal  place of business at 2300 West Sahara Suite
500C, Las Vegas,  NV. 89102 (the  "Borrower")  IRREVOCABLY  AND  UNCONDITIONALLY
PROMISES to pay to Gary D. Morgan  ("Lender") on the Repayment  Date (as defined
below) 6535 F Park View Drive, Boca Raton, Florida 33433 (the "Office"), or such
other place, as may be designated by the Lender in a written notice given to the
Borrower,  in lawful money of the United Sates of America,  the principal sum of
Three hundred seventy thousand five hundred United States dollars ($370,500.00),
the  "Principal  Amount").  Subject to the further  provisions of this Note, the
Repayment Date shall occur on April 30, 2004 (the "Repayment date").

         The  Principal  Amount,  plus accrued  interest,  shall be due prior to
April  30,  2004 if the  Borrower  receives  US$10,000,000  or  more  in  equity
financing  ("Financing")  prior to such date. It is specifically  understood and
acknowledged  that if the  Financing is not received by April 30, 2004 then this
Note and all  obligations  hereunder  are null and void and the  Borrower has no
obligations of any kind hereunder to the Lender.

         The  Borrower  shall pay  interest  in respect of the unpaid  principal
amount  of the Loan from the date  hereof  on the  Repayment  Date  (whether  by
acceleration  or  otherwise)  at a rate per annum  which  shall be equal to four
percent (4%),  the "Interest  Rate".  If all or part of the Principal  Amount or
interest  thereof  is not paid  when  due,  thereafter  the  Borrower  shall pay
interest in respect of the unpaid  Principal  Amount and  interest  thereof at a
rate per annum equal to 5% in excess of the  Interest  Rate but not in excess of
usury laws.

         The  Principal  Amount and  interest  under this Note may be prepaid by
Borrower, in whole or in part, without the express written consent of the Lender
and without any penalty or charges whatsoever.

         The Borrower shall pay on demand all losses, costs and expenses, if any
(including collection, enforcement and reasonable counsel fees and expenses), in
connection with the enforcement of this Note.

         The Borrower hereby waives  presentment,  demand,  protest or notice of
any kind in connection with this Note; however it shall be given 5 business days
prior written notice of default  hereunder and the opportunity to cure the same.
A  business  day is any  day  other  than a  Saturday,  Sunday  or day on  which
commercial  banks in the State of New York or the United States capital  markets
are closed.











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<PAGE>

         No  failure  on the  part  of  Lender  to  exercise,  and no  delay  in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder  preclude any other or further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

         All notices,  requests and other communications under this Note must be
in writing and  delivered  personally  against  written  receipt,  by  facsimile
transmission  with answer  back  confirmation  or mailed by prepaid  first class
certified  mail (air mail, if faster  delivery),  return receipt  requested,  or
mailed by overnight (or in the case of notices  being sent or delivered  outside
the United States,  second day) courier prepaid (i) if to Lender, at the Office,
described in the first paragraph of this Note (fax number 561.394.8475) and (ii)
if to Borrower,  at its address World Information  Technology,  Inc., Attention:
Chief  Executive  Officer and Chief Financial  Officer,2300  West Sahara Avenue,
Suite 500C, Las Vegas NV 89102).

         This Note shall be governed by and  construed  in  accordance  with the
internal laws of the State of New York, United States of America, without regard
to conflict of law principles.

         Any proceedings with respect to the  interpretation of this Note or the
rights and  obligations of the undersigned  shall be exclusively  brought in the
United States  District Court for the Southern  District of New York or, if such
court lacks subject  matter  jurisdiction,  in the Supreme Court of the State of
New York,  County of New York,  and the Lender and the Borrower  each waives the
right to object to the jurisdiction or venue of either such Court or to claim it
is an inconvenient forum.

         ALL PARTIES HEREBY KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY  WAIVE THE
RIGHT  THEY  MAY  HAVE TO A  TRIAL  BY JURY IN  RESPECT  TO A  LITIGATION  BASED
HEREUNDER OR ARISING OUT OF OR IN CONNECTION  HEREWITH OR ANY COURSE OF CONDUCT,
EITHER THE ISSUER OR LENDER.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER
TO EXTEND THE CREDIT EVIDENCE BY THIS PROMISSORY NOTE TO THE BORROWER.








                                   World Information Technology, Inc.


                                    By:___________________________









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