Filed by Automated Filing Services Inc. (604) 609-0244 - IAS Communications, Inc. - Exhibit 10.11





 Exhibit 10.11 

 Settlement and Release Agreement 

 This Settlement and Release Agreement is made an entered into
  as of the ____ day of January, 2005 by and between IAS Communications, Inc.,
  and Oregon corporation (“IAS”) and West Virginia Research Corporation
  (“WVURC”). 

 WHEREAS: Integral Concepts Inc., a West Virginia corporation,
  (“ICI”) and WVURC entered into a license agreement dated April 12,
  1994 (the “License”) for certain technologies related to the design,
  construction and operation of the Toroidal Helical Antenna, U.S. Patent Office
  Serial No. 07/992,970, et seq., and defined herein to be embraced with the expression
  “The Technology”; and 

 WHEREAS: IAS was granted an exclusive worldwide sublicense
  from ICI of its right, title and interest in and to the Technology, excluding
  all military applications and resulting procurement interests, pursuant to the
  sublicense dated July 10, 1995, by and between IAS and ICI (the “Sublicense”);
  and 

 WHEREAS: ICI and WVURC are going to terminate the License
  and ICI and IAS are going to terminate the Sublicense; and 

 WHEREAS: IAS owes WVURC approximately $315,778.50 pursuant
  to the terms of the License and Sublicense; and 

 WHEREAS: Termination of the Sublicense will aid WVURC is settling
  litigation with Kirk VanVoories; and 

 WHEREAS: WVURC and IAS desire to enter into a non-exclusive
  license for the Technology (the “IAS License”); all as provided
  for herein. 

 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 

	 	 1.      	 WVURC and IAS hereby agree to enter into
        the IAS License in the form attached hereto as Exhibit A and incorporated
        herein by reference. 

	 
	 	 2.      	 WVURC does hereby fully, forever, irrevocably,
        and unconditionally release and discharge IAS including, as applicable,
        all past and present officers, directors, stockholders, affiliates (including,
        but not limited to parent, subsidiary and affiliated corporations), agents,
        employees, representatives, lawyers, administrators, spouses, and all
        persons acting by, through, under, or in concert with them, from any and
        all claims, damages or other sums, including but not limited to the approximately
        $315, 778.50 owed to WVURC pursuant to the License and Sublicense,
        and including attorney’s fees and costs, which WVURC may have against
        them, or any of them, which could have arisen out of any act or omission
        occurring from the beginning of time to the effective date of this Agreement,
        whether now known or unknown, and whether asserted or unasserted. 

	 
	 	 	 Nothing in this agreement shall be construed
        as a release by WVURC of ICI or James E. Smith. 

	 
	 	 3.      	 IAS does hereby fully, forever, irrevocably,
        and unconditionally release and discharge WVURC including, as applicable,
        all past and present officers, directors, stockholders, affiliates, related
        business entities, agents, employees, representatives, lawyers, administrators,
        spouses, and all persons acting by, through, under, or in concert with
        them, from any and all claims, damages or other sums, including attorneys’
        fees and costs, which IAS may have against them, or any of them, which
        could have arisen out of any act or omission occurring from the beginning
        of time to the effective date of this Agreement, whether now known or
        unknown, and whether asserted or unasserted. 

	 
	 	 4.      	 Miscellaneous 

	 
	 	 	 (a)     
      
	 West Virginia Law. This Agreement
        shall be construed in accordance with the laws of the State of West Virginia.
      












	 	 	 (b)      	 Attorney’s Fees. In any action
        brought to enforce this Agreement, or to seek damages for breach thereof,
        the prevailing party shall be entitled to recover a reasonable attorney’s
        fee (including a reasonable attorney’s fee on any appeal thereof),
        and reasonable costs of litigation in addition to any other award or decree
        granted or given by the court. 

	 
	 	 	 (c)      	 Entire Agreement. This Agreement constitutes
        the entire agreement and understanding between the parties, and may only
        be modified or amended by a subsequent written agreement executed by both
        parties. 

	 
	 	 	 (d)      	 No Waiver. No failure on the part
        of either party to exercise and no delay in exercising any rights hereunder
        shall operate as a waiver thereof; nor shall any waiver or acceptance
        of a partial, single or delayed performance of any term or condition of
        this Agreement operate as a continuing waiver or a waiver of any subsequent
        breach thereof. 

	 
	 	 	 (e)      	 Severability. If any provision of
        this Agreement is held to be illegal, invalid or unenforceable, such provision
        shall be fully severable and this Agreement shall be continued and enforced
        as if such illegal, invalid or unenforceable provision were never a part
        hereof; and in lieu of such provision, there shall be added automatically
        as part of this Agreement a provision as similar in terms to such illegal,
        invalid or unenforceable provision as may be possible to make such provision
        legal, valid and enforceable. 




IAS Communications, Inc. 


By:__/s/ John Robertson_________
 John G. Robertson, President 

 

  West Virginia University Research Corporation 


By:__/s/ John Weete____________