Gallo & Associates
                                ATTORNEYS AT LAW
                      5757 W. CENTURY BLVD., SEVENTH FLOOR
                          LOS ANGELES, CALIFORNIA 90045
                    TELEPHONE: 310-338-1114 FAX 310-338-1199
                              Raygallo@sys.yale.edu

                                         Friday, September 01, 2000

BY FAX TO 310-456-8558

Bernard J. Luskin
c/o Paul J. Wright, Esq.
24955 Pacific Coast Highway, Suite C302
Malibu, California 90265

Re: Luskin v. CB Com, etal, release and receipt

Dear Mr. Luskin:

     As we have had so many  different  settlements  in this case, and as we are
now on the very brink of an absolutely  final one, I write to provide  assurance
that we now have a  common  understanding,  to  confirm  it,  and to  provide  a
sign-off  document  such  that the final  transfer  of shares to you may have an
associated receipt.

     This confirms that you have received the 190,000 shares of  AmTec/Terramark
that  constitute CB Com's final payment,  and that you and all those claiming by
or through you are  accepting  those shares in full and final  settlement of all
claims of any kind or nature  whatsoever  against CB Com,  Inc.,  its  officers,
directors, shareholders,  employees, agents, contractors, affiliates, attorneys,
etc., that you release all claims to the contents of the U.S. Trust Escrow,  and
that you have  transferred all your shares and options in CB Com back to CB Com.
You  understand  that this fully and forever  resolves the subject matter of the
lawsuit you filed  against CB Com, and the  allegations  and  defenses  asserted
against you in response. You understand that you have release and hereby release
all the parties you named in that  lawsuit of all the wrongs you  asserted,  and
any other related claims. This release and receipt does not supersede the recent
settlement documents, but confirms their intention as a final settlement of this
dispute.

     Please have your attorney,  Mr. Wright,  countersign below to indicated his
approval of the form and content of this release and receipt.

                                             Best personal regards,
                                             /s/ Ray E. Gallo
                                             Ray E. Gallo

         /s/Bernard J. Luskin                    /s/Charles A. Lesser
         -------------------------               -------------------------
         Bernard Luskin                          Charles Lesser for CB Com, Inc.

         /s/Paul J. Wright
         ------------------------
         Paul J. Wright (as to form and content)

         REG:jjc
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<PAGE>
                                                                            P.02
  |                                                                            |
 1|                        DECLARATION OF BERNARD LUSKIN                       |
  |                        -----------------------------                       |
 2|              I, BERANRD LUSKIN, DECLARE:                                   |
  |                                                                            |
 3|        1. The facts set forth below are known by me to be true and         |
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 4| if called as a witness I could, and would, testify competently             |
  |                                                                            |
 5| thereto.                                                                   |
  |                                                                            |
 6|         2. I do not have any stock certificates reflecting any             |
  |                                                                            |
 7| options or shares held in CB Com, Inc.  This was supposed to be            |
  |                                                                            |
 8| issued to me.  It was not.  As soon as I receive the unledgened            |
  |                                                                            |
 9| Amtec/Terremark stock certificates, I will release all right,              |
  |                                                                            |
10| title and interest in and to any CB Com, Inc. stock or options.            |
  |                                                                            |
11| Any right, title or interest I may hae in any CB Com, Inc. stock           |
  |                                                                            |
12| or options are hereby quitclaimed, transferred and assigned to CB          |
  |                                                                            |
13| Com, Inc. on receipt of the 190,000 shares of unledgened                   |
  |                                                                            |
14| Amtec/Terremaark stock.                                                    |
  |                                                                            |
15|           I declare under penalty of perjury under the laws of the         |
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16| State of California that the foregoing is true and correct and             |
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17| that this Declaration was executed on August 9, 2000.                      |
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18|                                                                            |
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19|                                   /s/Bernard Luskin                        |
  |                                   ------------------                       |
20|                                   BERNARD LUSKIN                           |
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21|                                                                            |
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28|----------------------------------------------------------------------------|
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