Exhibit 10.64


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

     THIS  SETTLEMENT  AGREEMENT AND MUTUAL RELEASE (the "Settlement Agreement")
is entered into on this 18th day of June, 2003, by Charles Oneal Cunningham ("C.
Cunningham"),  Beverly  K.  Cunningham  ("B.  Cunningham"  and, together with C.
Cunningham,  the  "Cunninghams"),  Cunningham  Enterprises,  Inc.,  an  Arizona
corporation  d/b/a Cunningham Technology Group ("CTG" and, collectively with the
Cunninghams,  the  "CTG  Parties"),  and Integrated Information Systems, Inc., a
Delaware  corporation  ("IIS").

                                    RECITALS

A.     Pursuant  to  a  Master  Transaction  Agreement  dated November 13, 2002,
as  amended  by  the First Amendment to Master Transaction Agreement dated as of
November 15, 2002, and the documents and agreements executed and/or delivered in
connection  therewith  (collectively,  the  "MTA"),  IIS  agreed to hire certain
employees  and  to  purchase  certain assets from CTG, and the parties agreed to
certain  other  matters  as  set  forth  in  the  MTA.

B.     In  connection with the MTA, C. Cunningham became employed by IIS and IIS
and  C.  Cunningham  entered  into an Executive Employment Agreement dated as of
November  15,  2002  (the  "Employment  Agreement").

C.     Since  the  closing of the transactions contemplated by the MTA, disputes
have  arisen  between  the  parties  over  various  matters.

D.     In  an  effort  to  resolve  all of their disputes and any and all future
disputes  that  may  arise  under the MTA and/or the Employment Agreement (other
than  as  specifically  set forth in this Settlement Agreement), and in order to
avoid the cost and uncertainty of litigation and the consumption of the parties'
time  and attention to ongoing disputes,  IIS and the CTG Parties have agreed to
resolve  all  of  their  disputes in a binding fashion by releasing their claims
against  each  other  and  entering  into the other agreements set forth in this
Agreement.

                                    AGREEMENT

1.     FINAL  PAYMENT;  RELEASE  OF  SHARES.

          In full satisfaction of any and all amounts that are or may be owed to
the  CTG  Parties  under  the  MTA (or otherwise), IIS shall pay to CTG, for the
benefit  of  all  CTG  Parties, the aggregate sum of $24,683.43 (the "Settlement
Amount").  The Settlement Amount shall be paid as follows: $10,000.00 to be paid
upon  execution  of  this  Agreement;  $5,000.00  to  be  paid on July 22, 2003;
$5,000.00  to be paid on August 22, 2003; and the remaining payment of $4,683.43
to  be paid on September 22, 2003. In consideration of the Settlement Amount and
the  releases  herein,  the  CTG  Parties  hereby forever and irrevocably waive,
relinquish  and  forego  any and all amounts that may be or may in the future be
payable  to  them by IIS under the MTA, including without limitation any amounts
representing  or  paid on account of Eligible Accounts Receivable (as defined in
the  MTA) and any amounts representing Additional Consideration.  IIS shall have
no  obligation  to  report or provide an accounting to the CTG Parties or anyone
with  respect  to  such  amounts,  and shall be entitled to collect, keep and/or
retain  any  and  all  such  amounts  for  itself.

     Upon  execution of this Settlement Agreement by all of the CTG Parties, IIS
shall release from escrow the Closing Shares (as defined in the MTA) now held in
such  escrow to CTG. The CTG Parties acknowledge and agree that any restrictions
with  respect  to  such  shares  arising  under  the  Securities Act of 1933, as
amended,  or  comparable state securities law, and any stock certificate legends
required  by  such laws or other applicable law, shall remain in accordance with
such  laws.


2.     LANDLORD  SETTLEMENT.

     Promptly  upon  execution  of  this Settlement Agreement by each of the CTG
Parties,  IIS  shall  execute  and  deliver the Payment and Tolling Agreement to
Settle Litigation with Mutual Releases, by and between Phoenix 24th Place, Inc.,
the  CTG  Parties,  and  IIS,  in  the  form  attached  hereto as Exhibit A (The
"Landlord  Settlement  Agreement").  The payments made under Section 1 above and
the  Landlord  Settlement Agreement shall constitute full payment and settlement
of  IIS's indemnity obligations to the CTG Parties arising out of the lease that
is  the  subject  of  the  Landlord  Settlement  Agreement,  including  without
limitation  any  obligation  with respect to attorneys' fees incurred by the CTG
Parties.  IIS hereby acknowledges its continuing payment obligations pursuant to
the  terms of the Landlord Settlement Agreement.  Any breach of IIS's continuing
obligations  under the Landlord Settlement Agreement shall give rise only to the
rights  and  remedies available to the CTG Parties under the Landlord Settlement
Agreement,  and  not  to any additional rights or remedies under this Settlement
Agreement,  the  MTA,  or  otherwise.

3.     CTG  OBLIGATIONS.

     Notwithstanding  the releases contained herein, IIS hereby acknowledges and
confirms  its  obligations  pursuant  to  the  MTA  with  respect to the Assumed
Equipment  Leases  (as  defined  in the MTA), and its obligations under the AT&T
telecommunications  liability  (collectively,  the  "CTG  Obligations").  In the
event  IIS  breaches  its obligations existing under the MTA with respect to the
CTG  Obligations,  the  CTG Parties shall retain any indemnity rights as against
IIS  that  they  may  have  under  the MTA, pursuant to the terms and conditions
thereof.


<PAGE>
4.     EMPLOYMENT  MATTERS.

     Effective  upon  his  execution of this Settlement Agreement, C. Cunningham
hereby  voluntarily  resigns  all  officer positions and positions of employment
with  IIS, effective June 20, 2003.  Up until June 20, 2003, C. Cunningham shall
diligently  and  in  good  faith  carry  out  his  employment  duties  under the
Employment  Agreement,  as  directed  by  appropriate  officers of IIS. Upon the
effective  date  of  his resignation, C. Cunningham shall return to IIS, in good
working  order,  any  and  all  property  of IIS used by him or otherwise in his
possession  or control, and shall return, and not keep original or copies of (in
any format) any documents, records or other information of or obtained from IIS,
and  IIS  shall pay to C. Cunningham his base salary and any accrued vacation as
required  by  law  up to June 20, 2003. C. Cunningham hereby agrees to waive and
forever  forego  and  release  any  claims or entitlements to severance pay, any
benefits  (subject  to  applicable  COBRA laws and regulations), including stock
options,  and  other  amounts  of  any  kind.

C.  Cunningham  hereby  confirms  and  acknowledges  his  non-competition,
non-solicitation  and  confidentiality and other obligations under sections 6, 7
and 10 of the Employment Agreement as well as any such obligations arising under
common  law.  IIS  agrees that after June 20, 2003 C. Cunningham may, subject in
all  respects  to  his  existing  obligations  under  the  non-solicitation  and
confidentiality  provisions of Sections 7 and 10 of the Employment Agreement, as
a self-employed consultant working alone or through not more than two additional
employees  of  his  consultancy  business, and not as part of any other company,
business or group or through any other affiliation, provide consulting services,
other  than  for  or  with  respect to IIS' existing or prospective clients. IIS
waives  the  provisions  of  section  6  of  the  Employment Agreement solely to
accommodate  the activities described in the preceding sentence. For purposes of
this  Section  4  and  the  Employment Agreement, IIS' prospective clients shall
include  any person, entity or business organization with whom (i) IIS has begun
substantive discussions to perform work  or submitted a bid or proposal (whether
or not known to C. Cunningham), or (ii) C. Cunningham had contact or intended to
or  was assigned or requested to have contact, or otherwise was personally aware
through  attendance  at  sales  meetings  or otherwise.  Nothing herein shall be
deemed  to  amend,  modify  or  waive  in  any  respect  the  non-competition,
non-solicitation  or  confidentiality  provisions  of  the  Employment Agreement
(except  to  the limited extent permitted above) or similar restrictions arising
under  common  law,  all  of  which shall survive execution and delivery of this
Settlement  Agreement  and  shall  continue  in  effect in accordance with their
respective  terms.

     5.     MUTUAL  RELEASE  AND  DISCHARGE

     As  a  material  inducement  to  each  of  the  parties  to enter into this
Settlement  Agreement,  and  except  as otherwise expressly and specifically set
forth  in  this Agreement, IIS on the one hand, and the CTG Parties on the other
hand,  respectively,  do each hereby, for itself and its successors and assigns,
forever  release  each  other  and each of their respective successors, assigns,
officers, directors, partners, members, shareholders, employees, agents, parent,
subsidiary  or  sister  corporations,  affiliates,  representatives,  attorneys,
accountants,  related  entities, predecessors, heirs, and all persons acting by,
through,  under  or  in concert with, or otherwise claiming any right or benefit
through,  them,  or  of  them  (collectively,  the "Releases"), from any and all
charges,  complaints,  claims,  liabilities,  obligations, promises, agreements,
controversies,  damages,  actions,  causes  of  action,  suits, rights, demands,
costs,  losses, debts and expenses (including attorneys' fees and costs actually
incurred)  of any nature whatsoever, known or unknown, suspected or unsuspected,
including,  but  not limited to, rights arising out of alleged violations of any
contract,  express  or  implied  (including  but  not limited to any contract of
fiduciary,  attorney-client,  special  or  other confidential relationship); any
covenant  of  good  faith  and  fair dealing (express or implied); and any tort,
including  breach  of  fiduciary  or  other  duty,  defamation,  libel, slander,
invasion  of  privacy,  negligence,  intentional  or  negligent  infliction  of
emotional  distress,  malicious  prosecution,  abuse of process, and intentional
interference  with  current  or  prospective  contract, relationship or economic
advantage, which any party hereto now has, owns or holds, or claims to have, own
or  hold,  or  which  any  party hereto at any time prior to this Agreement had,
owned  or held, or claimed to have had, owned or held, or which any party hereto
at  any  time  hereafter  may  have,  own or hold, or claim to have, own or hold
against  each  other  or  any of the Releases, arising prior to the date hereof,
including, without limitation, related to the MTA, the Employment Agreement, the
transactions  contemplated  therein, the CTG Parties' status as a stockholder of
IIS,  or the relationship or dealings between them (collectively, the "Claims"),
except  as  set  forth  below.

With  respect to C. Cunningham, this release includes any Claims relating in any
manner whatsoever to his employment by and/or resignation of his employment with
IIS, including any Claim arising under the Civil Rights Act of 1866, 1964, 1991,
Title  VII  as  amended  by  the  Civil  Rights  Act of 1991, the Americans with
Disabilities  Act,  the  Age  Discrimination in Employment Act (ADEA), the Labor
Management  Relations  Act  (LMRA),  the Employee Retirement Income Security Act
(ERISA),  the  Consolidated  Omnibus  Budget  Reconciliation Act, the Fair Labor
Standards  Act  (FLSA),  the  Equal Pay Act, the Rehabilitation Act of 1973, the
Arizona  Civil  Rights  Act,  the Family and Medical Leave Act of 1993, Worker's
Compensation  Claims,  or  any  other  federal,  state, or local statute, or any
contract,  agreement,  plan  or  policy.

IIS  expressly does not release any Claims it may have against C. Cunningham for
violations  of sections 6, 7 and 10 of the Employment Agreement, and the parties
do  not  release  any  Claims  for  breaches  or  violations  of this Settlement
Agreement  which  may  accrue  after  the  date  of  this  Settlement Agreement.

6.     TIME  PERIOD  OF  CONSIDERING  OR  CANCELING.

With  respect  to  any  ADEA Claims, C. Cunningham acknowledges that he has been
offered a period of time of at least twenty-one (21) days to consider whether to
sign  this  Settlement  Agreement,  which  he has waived, and IIS agrees that C.
Cunningham  may cancel this Settlement Agreement with respect to any ADEA Claims
at  any  time  during  the  seven  (7)  days  following  the  date on which this
Settlement  Agreement  has  been  signed  by all parties.  In order to cancel or
revoke  this  Agreement  with  respect  to  any  ADEA Claims, C. Cunningham must
deliver  to  IIS: c/o Christopher Pullen LLP, Attn: Mike Christopher, at 2929 N.
Central Ave., Suite 1600, Phoenix, Arizona 85012, written notice stating that C.
Cunningham  is  canceling  or revoking this Settlement Agreement with respect to
such  ADEA  Claims.  If this Settlement Agreement is timely cancelled or revoked
with  respect  to  such  ADEA  Claims, none of the obligations of IIS under this
Settlement  Obligations  shall  be effective or enforceable and IIS shall not be
obligated  to  the  CTG  Parties,  or  liable  to  them, for failure to meet its
obligations  and make any payments under the Landlord Settlement Agreement, this
Settlement  Agreement,  or  the CTG Obligations or to provide C. Cunningham with
the  other  benefits  described  in  this  Settlement  Agreement,  including the
non-competition  agreements  with  respect  to  his  consulting activities after
execution  of  this  Agreement,  and  all  contracts  and  provisions  modified,
terminated,  or  relinquished by the Company or the CTG Parties  shall otherwise
be  reinstated.  In  addition,  IIS shall be entitled to the return from the CTG
Parties  of any payments to such CTG Parties under this Settlement Agreement and
to  the  return  from  the  CTG  Parties  of any amounts paid under the Landlord
Settlement  Agreement  and  the CTG Obligations,  and all obligations of the CTG
Parties other than C. Cunningham under this Settlement Agreement shall remain in
effect  and  fully  enforceable, and all obligations of C. Cunningham other than
the  release  of  his  ADEA  Claims will remain in effect and fully enforceable.

7.     NO  OTHER  CLAIMS;  FULL  RELEASE.

  Each  party  agrees that it will not file any complaints, charges, lawsuits or
appeals  against  any  other  party  or  its  respective  Releases  with  any
governmental  agency,  regulatory  body,  court,  arbitration panel, mediator or
other  tribunal  or  body  at any time hereafter based on any matter released by
this  Settlement  Agreement.  Each  party  agrees that this Settlement Agreement
constitutes  the  full,  final and complete settlement of all acts, omissions or
other  matters  between  the parties (except as otherwise expressly set forth in
this  Settlement  Agreement),  related  to  or  arising  out of their actions or
omissions  in  connection  with or in any other manner related to the MTA or the
Employment  Agreement  and the prior transactions or relationships between them.
For the purpose of implementing a full and complete release and discharge of the
parties  and their respective Releases, each party hereto expressly acknowledges
that,  except  as  otherwise  specifically  provided  herein,  this  Settlement
Agreement  is  intended to include in its effect, without limitation, all Claims
which  any  party hereto does not know or suspect to exist in such party's favor
against it or the Releases, or any of them, as of the date hereof, and that this
Settlement  Agreement  contemplates  the  extinguishment  of  any  such  Claims.

8.     NO  ADMISSION  OF  LIABILITY

          The  parties  agree  that  neither  has  admitted any liability to the
other,  and that this Settlement Agreement will not be construed as an admission
of  liability  by  either  party.

<PAGE>

9.     NON-DISPARAGEMENT.

     The  parties  agree  that  as part of the consideration for this Settlement
Agreement, they will not make disparaging or derogatory remarks, whether oral or
written,  about  each  other  or  their  respective  subsidiaries,  affiliates,
officers,  directors,  employees  or  agents.

10.     REPRESENTATION  OF  COMPREHENSION  OF  DOCUMENT

     In entering into this Settlement Agreement, the parties represent that they
have  relied  upon the legal advice of their attorneys, who are the attorneys of
their  own  choice,  and  that  the terms of this Settlement Agreement have been
completely  read  and  explained to them by their attorneys, and those terms are
fully  understood  and  voluntarily  accepted.

11.     GOVERNING  LAW

     This  Settlement Agreement shall be construed and interpreted in accordance
with  the  laws  of  the  State  of  Arizona.

12.     ENTIRE  AGREEMENT  AND  SUCCESSORS  IN  INTEREST

     This Settlement Agreement contains the entire agreement between IIS and the
CTG  Parties  and  shall  be  binding  upon  and  inure  for  the benefit of the
administrators,  successors,  and  assigns  of  each.

13.     ATTORNEYS'  FEES

     Each  party shall bear its own attorneys' fees and costs in connection with
this  Settlement  Agreement, and all related matters.  In the event an action is
brought  to  enforce  or  defend this Settlement Agreement, the prevailing party
shall  recover  its  costs  and  reasonable attorneys' fees incurred in any such
action.




INTEGRATED  INFORMATION SYSTEMS, INC.,          CUNNINGHAM ENTERPRISES, INC., AN
A DELAWARE CORPORATION                          ARIZONA CORPORATION D/B/A
                                                CUNNINGHAM TECHNOLOGY GROUP


By:  /s/  James  G.  Garvey                    By:  /s/ Charles Oneal Cunningham
     ----------------------                         ----------------------------
Name:  James  G.  Garvey,  Jr.                    Name: Charles Oneal Cunningham



                                                 /s/  Charles  Oneal  Cunningham
                                                 -------------------------------
                                                      Charles  Oneal  Cunningham


                                                  /s/  Beverly  K.  Cunningham
                                                  ----------------------------
                                                       Beverly  K.  Cunningham