Exhibit 10.63

                          PAYMENT AND TOLLING AGREEMENT
                    TO SETTLE LITIGATION WITH MUTUAL RELEASES


     This  Payment and Toiling Agreement ("Agreement") is entered into this 26th
day  of  May.  2003  by  and  among  the  following  parties  ("Parties"):

I.     PHOENIX  24th  PLACE,  INC.,  an  Arizona  corporation

II.    CUNNINGHAM  ENTITIES:

     1.     Cunningham  Enterprises,  an  Arizona  corporation  d/b/a Cunningham
Consulting  d/b/a  Cunningham  Technology  Group  (collectively  "Cunningham
Enterprises"):

     2.     Charles  Cunningham  and  Beverly  Cunningham  ("the  Cunninghams"),
husband  and  wife  end  each  individually;

     The  above  Parties  are  collectively referred to in this Agreement as the
"Cunningham Entities" but it each such reference it intended to and does include
each  party  individually  and  all  Cunningham  Entities  collectively.

III.     INTEGRATED  INFORMATION  SYSTEMS, INC., a Delaware corporation ("IIS").

RECITALS;

     1.     Cunningham  Enterprises  is  the  tenant under a lease dated March 1
1999,  originally  between  DMB  Holding Limited Partnership; a Delaware limited
partnership,  as  "Landlord". and Cunningham Consulting, as 'Tenant", as amended
by a First Amendment to Lease dated October 31, 1999 (to expend the leasehold by
1,671  rentable  square  feet), a Second Amendment to Lease dated April 21, 2000
(to  expand the leasehold by adding an additional 2,147 rentable square feet), a
Third  Amendment  to  Lease  dated  February 15, 2001, and a Fourth Amendment to
Leased  dated  June  4,  2001  (collectively the "Lease Agreement"), pursuant to
which  Landlord  leased a combined total of approximately 10,120 rentable square
feet  of  commercial  office  space  to  Cunningham  Consulting Suite 120 in the
building  known  as  24th  Place,  located  at 4201 North 24th  Street, Phoenix,
Arizona  85016  (the  "Leased  Premises").

     2.     Phoenix  purchased  24th Place building on or about May 22, 2001 and
is  the  successor  interest  to  the  Landlord.

     3.     Pursuant  to  Exhibit  "E"  of  the Lease Agreement, the Cunninghams
executed  a  Guarantee  ("Guarantee")  in  the amount of $124,000 dated March 1.
1999.  In  addition,  as  part  of the Second Amendment to Lease the Cunninghams
executed  at  Exhibit E-1 a "Guaranty of Lease dated April 21, 2000 wherein they
personally  guaranteed additional $33,888.00 ("the Amended Guaranty Amount") for
the  increased  rentable  square  footage.

     4.     IIS  entered  into  a  Master  Transaction  Agreement  ("MTA") dated
November  2002  with  the  Cunningham  Entities  to  acquire  certain assets end
liabilities  of  the  Cunninghams  and  Cunningham  Enterprises.

     5.     The  Cunningham  Entities  requested  that  Phoenix  consent  to the
assignment  of  the Lease Agreement for the Leased Premises to IIS following the
Master  Transaction  Agreement.  Phoenix  refused  and  the  Cunningham Entities
claimed  a  breach  or  lease  and  moved  out  of  the  Leased  Premises.

<PAGE>


     6.     On  or  about  December  28. 2002. Phoenix brought a lawsuit against
Cunningham  Enterprises  for  breach  of  the  Lease  Agreement  and against the
Cunninghams  for  breach  of  the  personal  guarantees  (being  Maricopa County
Superior  Court  Case  No.  CV2002-024782  (hereinafter  "the  Litigation"). The
Cunningham  Entities  filed  an  Answer  and  Cunningham  Enterprises  brought a
Counterclaim  in  the amount $11,942.67 for return of its security deposit under
the  Lease, Contemporaneous with the execution of this Agreement. the Cunningham
Entitles  amended  their  Answer and Counterclaim to assert a Third-Party Claims
against  IIS  seeking  indemnity  under  the  Master  Transaction  Agreement.

     7.      IIS  desires  to  indemnify the Cunningham Entitles pursuant to the
Master  Transaction  Agreement  and have agreed to pay to Phoenix the sum of One
Hundred  Fifty  Seven  Thousand  Eight  Hundred  Eighty-Nine and 00/1000 Dollars
(157,889.OO)  ("the  Settlement  Amount")  in five payments as described herein.

     8.     Phoenix  has  agreed  to compromise and settle the Litigation if IIS
makes  full  and  complete payment of the Settlement Amount contemplated in this
Agreement.

     9.  Final  and complete payment of the Settlement Amount by IIS and receipt
of  the  same by Phoenix shall satisfy the express condition precedent described
herein  whereby the Parties shall settle all their disputes arising out of or in
any way related to the Litigation and payment of the Settlement Amount shall end
the  Litigation.

IT  IS  AGREED  AS  FOLLOWS:

     1.     Incorporation  of  Recitals  stated  above  are incorporated in this
paragraph  1  as  through  fully  restated  herein.

     2.     Release  of  Security Deposit.  The Cunningham Entities hereby waive
and release  any  claim,  right, title or interest in or to the Security Deposit
of $11,542.67  as  stated in the Lease Agreement.  The Parties hereto agree that
Phoenix shall have no further obligation to any other Party, person or entity as
to  the  security  deposit,  all  such claims for return of the same having been
released  herein.

     3.     Payment  of  Landlord's  Damages:  Settlement  Amount. As an express
condition precedent to the termination of the Lease Agreement as contemplated in
paragraph  9,  the  mutual  release  as  stated  in  paragraphs 6 through 8. and
stipulation for dismissal with prejudice stated in paragraph 6. IIS shall pay to
Phoenix  the Settlement Amount of One Hundred Fifty Seven Thousand Eight Hundred
Eight-Nine  and  00/1000  Dollars  ($157,889.00) payable in installments (each a
"Cash  Payment  and  collectively  "Cash  Payments")  as  follows:

     (a)  $57,889.00  by  wire  transfer upon the execution of this Agreement by
IIS,  which execution shall be no layer than June 10, 2003, to Gold Bank Account
Number  7172643  ABA  Number  103102795.

     (b)  $100,000.00  paid  in  four  quarterly  payments  of  26,000.00  each
commencing  on  August  1,  2003  and  continuing in a like manner thereafter on
November  1,  2003,  February  1,  2004,  and  May 1, 2004 (thereafter 'the Cash
Payment  Period").  Each  payment  shall  be delivered to Phoenix at its mailing
address  of  Precor Realty Advisors, Inc., 829 North Broadway Avenue, Suite 300,
Oklahoma  City,  OK  73102-6008  or by wire transfer to Gold Bank Account Number
7172543  ABA  Number  103  102795  on  or  before  the  due dates; stated above.

     4.     Tolling  Of  All  Claims:  Defenses  During  Cash  Payment  Period.

     (a)  So long as. and an the express condition that IIS makes each and every
Cash  Payment  on  time  and during the Cash Payment Period, the Parties to this
Agreement  hereby  agree  to  preserve  the  status  quo  as of the date of this
Agreement  with  respect  to  any applicable status quo of limitations and other
time-related  defenses  relating  to  or  arising  tram the Lucia Agreement. the
Leased  Premises,  and/or  the  Litigation  (collectively. the "Tolled Claims"),
except  as  to  the  Cunningham  Entitles' release of any claim, right, title or
interest in or to the Security Deposit of $11,542.67 as stated in paragraph 2 of
this  Agreement.  The  Parties  agree  that  effective  as  of  The date of this
Agreement  the  running of any statute(s) of limitations with respect to any and
all possible causes of action and claims that any Party may have with respect to
any  of  the  Tolled Claims shall be tolled and suspended until Phoenix receives
the final installment Cash Payment of $25,000.00 due on or before April 1, 2004.
The  Parties  agree that the running of any applicable statute(s) of limitations
and  all other periods relating to the commencement of litigation (including but
not limited to laches) are tolled and suspended and the Parties hereby expressly
waive,  the  pleading  or  assertion  of  any statute(s) of limitations or other
time-related  defense  that  is based, in whole or in part, on the time that has
run  while  this  Agreement  is  in  effect.

     (b)  In consideration far such tolling and waiver the Parties agree to stay
the  Litigation  and  further  agree  to stay and cause of action, complaint, or
other  proceeding  against  any  Party  with respect to any of the Tolled Claims
during the Cash Payment Period. The Parties reserve all rights end defenses that
they  may  have,  except  as  set forth in this Agreement. to assert, contest or
defend  any  claim  or  action  with respect to any of the Tolled Claims. To the
extent  necessary,  counsel  for the Parties shall execute any and all necessary
motions  or  stipulations  to  keep the Litigation on the active end/or inactive
Calendar  of  the Maricopa County Superior Court. If the litigation is dismissed
by  administrative  order,  or  court  order the Parties hereto waive service of
process  pursuant  to  Arizona  Rules of Civil Procedure 4 and service by United
States Mail Certified Receipt Requested to the Parties' counsel shall constitute
notice  that  any  Party  has  re-instituted  the  Litigation.

     5.     Dismissal  With  Prejudice  of  Litigation. Upon receipt of all Cash
Payments  due  Phoenix  from  IIS  during the Cash Payment Period as provided by
paragraph  3,  which shall be an express condition precedent to the operation of
this  paragraph,  the Litigation shall be dismissed with prejudice. each side to
bear  its  own  attorneys' fees and court and litigation coats. Upon the express
condition  of  receipt of a11 Cash Payments due Phoenix from IIS during the Cash
Payment Period as provided by paragraph 3 and at the demand of any Party hereto,
all  Parties  shall execute a Stipulation for Dismissal with Prejudice and Order
of  Dismissal  in  a  form acceptable to the Parties' counsel and filed with the
Maricopa  County  Superior  Court.

     6.     Phoenix  Releases  of  Cunningham Entities and IIS.  Upon receipt of
all  Cash  Payments  due  Phoenix  from  IIS  during  the Cash Payment Period as
provided  by  paragraph  3, which shall be an express condition precedent to the
operation of this release paragraph. Phoenix will forever re1ease, discharge and
acquit  each  of  the  Cunningham  Entities  and  IIS,  their  agents. Insurers,
attorneys  and  representatives  of  and  from all claims, demands, liabilities,
debts,  obligations, damages and causes of action of every kind and nature, from
the  beginning  of  time  through  the  data  of this Agreement whether known or
unknown, including but not limited to all claims and causes of action, that have
been  asserted or could have been asserted in the Litigation, as well as any and
all  claims  arising  out  of  or  related  to  the  Lease  Agreement.

     7.     Cunningham  Entities and IIS Release of Phoenix. Upon receipt of all
Cash Payments due Phoenix from IIS during the Cash Payment Period as provided by
paragraph  3,  which shall be an express condition precedent to the operation of
this  release  paragraph,  IIS  and  the  Cunningham  Entities, individually and
collectively, will forever release, discharge and acquit Phoenix and its agents,
insurers,  attorneys  and  representatives  of  and  from  all  claims, demands,
liabilities,  debts,  obligation, damages and causes at action of every kind and
nature,  from  the beginning of time through the date of this Agreement, whether
known  or  unknown, including but not limited to all claims and causes of action
that  have  been asserted or could have been asserted in the Litigation, as well
any  and  all  claims  arising  out  of  or  related  to  the  Lease  Agreement.

     8.     Cunningham  Entities  and  Phoenix  of IIS. Upon receipt of all Cash
Payments  due  Phoenix  from  IIS  during the Cash Payment Period as provided by
paragraph  3,  which shall be an express condition precedent to the operation of
this  release  paragraph,  the Cunningham Entities and Phoenix, individually and
collectively, will forever release, discharge and acquit Phoenix and its agents,
insurers,  attorneys  and  representatives  of  and  from  all  claims, demands,
liabilities,  debts, obligations, damages and causes of action of every kind and
nature  related to the Lease Agreement and related to IIS' indemnity obligations
under  the  MTA,  from The beginning of time through the date of this Agreement,
whether known, including but not limited to all claims and causes of action that
have been asserted or could have been asserted in the Litigation, as well as any
and  all  claims  arising  out  of  or  related  to  the  Lease  Agreement.

     9.     Termination  of  Lease  Agreement. Upon receipt of all Cash Payments
due  Phoenix from IIS during the Cash Payment Period as provided by paragraph 3.
which  shall  be  an  express  condition  precedent  to  the  operation  of this
paragraph,  the  Lease  Agreement  shell  be  terminated.

     10.     No  Admission  of  Liability. It is expressly understood and agreed
that  this  Agreement is not to be construed as an admission of any liability or
fault on the part of any Party; liability or fault for any and aIl damages being
expressly  denied. Upon receipt of all Cash Payments due Phoenix from IIS during
the  Cash  Payment  Period as provided by paragraph 3, which shall be an express
condition  precedent  to  the  operation of this paragraph, this Agreement shall
operate  as  a compromise and settlement of the Litigation and claims which were
or  could  have  been asserted therein pursuant to paragraphs 5 through 7 above.

     11.     Notices.  All  notices  required or permitted to be given hereunder
shall  he  in  writing and may be given In person or by United States Mail or by
electronic  transmission, Any notice directed to a party to this Agreement shall
become  effective upon the earliest of the following: (i) actual receipt by that
party;  (ii) delivery to the designated address of that party, addressed to that
party,  (iii)  if  given  by  certified or registered mail, three (3) days after
deposit  with  this  United States Postal Service, postage prepaid, addressed as
shown  below  or  to  such  other  address  as  such party may from time to time
designate  in  writing;  or  (iv)  upon  receipt  of  transmission by facsimile.

   Phoenix  24th  Place,  Inc.           Charles  and  Beverly  Cunningham
   c/o  Jim  Perrack,  CPM               c/o  Jack  Klausner,  Esquire
   Senior  Vice  President               Warner Angle Hallam Jackson & Formanek
   Precor  Realty  Advisors,  Inc.       3550  North  Central  Avenue
   825 North Broadway Avenue, Suite 300  Suite  1500
   Oklahoma  City,  OK  73102-6008       Phoenix,  AZ  85012

   With  a  copy  to:
   Richard  Spector,  Esquire            Integrated  Information  Systems,  Inc.
   Spector  Law  Offices,  P.C.          c/o  Mike  Christopher
   4020  N.  Scottsdale  Rd. Suite 300   2250  W.  14th  Street
   Scottsdale,  AZ  85251                Tempe,  AZ  85281

     12.     Severability. To the fullest extent possible each provision of this
Agreement  shall  be  interpreted  in  such fashion as to be effective and valid
under  applicable  law.  If  any provision of this Agreement is declared void or
unenforceable  with  respect  to  particular circumstances, such provision shall
remain  in full force and effect in all other circumstances. If any prevision of
this Agreement is declared void or unenforceable, such provision shall be deemed
savored  from  thin Agreement, and all other provisions at this Agreement remain
in  full  force  and  effect.

     13.     Governing  Law and Jurisdiction. Except where preempted by the laws
of  the   United   States  or  the   rules  or  regulations  of  any  agency  or
instrumentality  thereof,  this  Agreement  is  to be interpreted, construed and
governed  by  the  laws  of  the  State  of Arizona. The parties irrevocably and
unconditionally  submit  to  the  exclusive  jurisdiction of the Maricopa County
Superior  Court in connection with any legal action or proceeding arising out of
or  relating  to  this Agreement and the parties waive any objection relating to
the  basis  for  personal or in rem jurisdiction or to venue which it may now or
hereafter  may  have  in  any  suck,  suit,  action  or  proceeding.

     14.     Time.  Time  is at the essence of this Agreement and each and every
provision  hereof. Any extension of time granted for the performance of any duty
under  this  Agreement  shall  only  be  effective if in writing signed by or on
behalf of all Parties to this Agreement and shall not be considered an extension
of  time  for  the  performance  of  any  other  duty  under  this  Agreement.

     15.     Gender  and  Number.  Whenever  from  the  context  it  appears
appropriate,  each  item in the singular shall include the plural and vice verse
and  the  masculine,  feminine,  or  neuter  form  shall  include the masculine,
feminine  and  neuter  forms.

     16.     Modifications  and  Waivers.  No change, modification, or waiver of
any  provision  of  this  Agreement  shall  be  valid or binding unless it is in
writing dated after the date hereof and signed by or on behalf of all Parties to
this Agreement. No waiver at any breech, term, or condition of this Agreement by
any  Party shall constitute a subsequent waiver of the same or any other breach,
term,  or  condition  or a continuing waiver after demand for strict compliance.

     17.     Attorneys'  Fees.  The  Parties  agree  that  in  the  event of any
litigation  among  them  arising  cut  of  or  related  to  this  Agreement, the
prevailing  party  in  such litigation shall he entitled to reimbursement of all
attorneys'  fees  and  costs.

     18.     Authority.  Each  parson that signs this Agreement on behalf of any
Party  represents  individually  for  the  benefit  of all other Parties to this
Agreement  that  such  person  has the authority to sign and bind the entity for
which  he  is  signing  this  Agreement.

     19.     Further  Acts.  The  Parties agree to perform all further acts
and  execute  and  deliver  all documents as may be reasonably necessary to give
effect  to  the  provisions  and  intend  of  this  Agreement.

     20.     Headings.  The  headings  in this  Agreement are for convenience in
reference  only  and  in no way define, limit or describe the scope or intent of
this  Agreement  or  the  provisions  of  such  sections.

     21.     Advice  of Counsel. Each of the undersigned Parties represents that
the  terms of this Agreement have been completely read, are fully understood and
voluntarily  accepted  by  each  of  such Parties.  Each Party to this Agreement
represents  and  warrants  that  each has had a fair opportunity for their legal
counsel  to  review  this  Agreement,  that  the same has been done and that the
effect  and  import  of this Agreement has been fully explained to such party by
its  respective  legal  counsel.

     22.     Counterparts  and Fax. This Agreement may be executed in any number
of counterparts, and by facsimile, each of which shall be an original and all of
which  shall  be  deemed  to  be  one  in  the  same  Agreement.

<PAGE>

     23.     Drafting.  This  Agreement  has been reviewed by respective counsel
for  each  Party.  It is agreed that it shall not be construed against any party
on  the  basis  of  that  Party's  identity  as  the  drafter of this Agreement.

     PHOENIX  24TH  PLACE,  INC.     INTEGRATED  INFORMATION  SYSTEMS,  INC.
     an  Arizona  corporation        a  Delaware  corporation

     /s/ Nicholas  Preflakes         /s/  James  Garvey
    ------------------------         ---------------------
     By:  Nicholas  PreflasesBy:     By:    James  Garvey


     CUNNINGHAM  ENTERPRISES,  INC.
     an  Arizona  corporation

        /s/  Charles  Cunningham
        ----------------------
     By:  Charles  Cunningham
     Its:   President


       /s/  Charles  Cunningham        /s/  Beverly  Cunningham
         ---------------------         ------------------------
          Charles  Cunningham          Beverly  Cunningham