SETTLEMENT AGREEMENT
                              ---------------------

     THIS  SETTLEMENT  AGREEMENT is made as of the _____day of May, 2002, by and
between  Stephen  B.  Wells  ("Wells') and Twistee Treat Corporation, a Delaware
corporation  ("TTC").

                                    RECITALS
                                    --------

     This  Agreement  is  entered  into  with reference to dispute involving the
execution  of  Wells  duties  and responsibilities as an officer and director of
TTC.  All  issues  and  controversies  have  now  been  resolved  as a result of
negotiations  undertaken  between  the  parties

                                    AGREEMENT
                                    ---------

     It  is now the desire of the parties hereto to fully and finally settle and
resolve  any  and  all  disputes  and  differences  which now exist or may exist
between  or  among  them.  Pursuant  to this desire, and in consideration of the
mutual  promises,  covenants  and conditions contained herein, which the parties
acknowledge  to  be  sufficient,  the  parties  agree  as  follows:

1)  TTC  shall  pay to Wells the total sum of $25,000.00 which sum shall be paid
immediately  upon  receipt  by  TTC  of the resignation of Wells as set forth in
paragraph  2,  below  and  of  this  Agreement  duly  executed  by  Wells.

2) Wells hereby resigns as an officer and director of TTC effective immediately.
Prior  to his resignation as president, Wells hereby appoints James A. Tilton as
Acting  President  to negotiate the terms of this Agreement and to execute it on
behalf  of  TTC.

3)  Wells  hereby  cancels  and terminates that certain Security Agreement dated
December  29, 1998, by and between Wells and TTC, and hereby releases and waives
any  and  all  rights that may have been granted to him pursuant to the terms of
said  Security  Agreement.

4)  Except  for the amount set forth in Paragraph 1, above, Wells hereby waives,
releases  and  forever  discharges  TTC  from  any  and  all  claims, liability,
obligations or causes of action of every kind and nature whatsoever, whether now
known  or  unknown,  suspected  or  unsuspected  (all  of  which are hereinafter
referred to as "Released Matters"), which he heretofore ever had, owned or held,
or  which  he shall or may hereafter have, own or hold based upon, related to or
by  reason  of  any  matters arising out of or connected to his employment as an
officer  and director of TTC, including all claims for unpaid or accrued salary,
wages,  expenses,  bonuses,  retirement  or  health  benefits,  and  any  claim,
obligation, liability or causes of action for any matter whatsoever occurring or
existing  at  any  time  from  the  beginning  of  time  to  the  date  hereof.

5)  Prior to his resignation as a director of TTC, Wells, for himself personally
and  as  a  director  of  TTC, hereby irrevocably consents to the rescission and
cancellation  of the 3,500,000 shares of Series A convertible preferred stock of
TTC that was purportedly issued to Wells for the sum of $35,000.00. Wells hereby
releases  and  waives  any  and  all  interest or rights that he may have in the
3,500,000  shares of Series A convertible preferred stock and hereby irrevocably
appoints  the  Secretary  of  TTC as his attorney in fact to execute any and all
documents on his behalf. and to issue any instructions on his behalf that may be
necessary to cancel the issuance of the 3,500,000 shares of Series A convertible
preferred  stock.

6)  This  Agreement  shall  inure  to the benefit and be binding upon the heirs,
personal  representatives,  administrators,  legal successors and assigns of the
parties  hereto.

7)  This  Agreement,  the  settlement  payment,  and the acceptance of the terms
herein  constitute the entire agreement and understanding concerning the subject
matter  between  the parties and supersedes and replaces all prior negotiations,
proposed  agreements,  written  or oral. Each of the parties hereto acknowledges
that  no  other  party nor any agent or attorney of any other party has made any
promise,  representation  or  warranty  whatsoever,  express  or  implied,  not
contained  herein  concerning  the  subject matter hereof to induce it or him to
execute this Agreement. Each party further acknowledges that it is not executing
this  Agreement  in  reliance  on  any  promise,  representation or warranty not
contained  herein.

8)  If  any  legal  action  or proceeding is brought for the enforcement of this
Agreement,  or  because  of  an  alleged  dispute,  breach,  default,  or
misrepresentation  in  connection  with any of the provisions of this Agreement,
the  successful  or  prevailing  party  shall  be entitled to recover reasonable
attorneys  fees  and  other  costs  incurred  in  that  action or proceeding, in
addition  to  any  other  relief  to  which  it  may  be  entitled.

9)  No  modification or waiver of any provision of this Agreement and no consent
by  any  party  to  any  modification  there from shall be effective unless such
modification  or  waiver  shall  be in writing and signed by all parties hereto.

10)  This  Agreement  shall  be  deemed  to  have been authorized by all parties
jointly,  and  any ambiguity or interpretation regarding authorship shall not be
construed  against  either  party  as  the  author  of  this  Agreement.

11)  Should  any  provision  of  this Agreement be void or unenforceable for any
reason,  such  provision  shall  be deemed omitted and this Agreement, with such
provision  omitted,  shall  remain  in  full  force  and  effect.

12) All parties hereto agree that they have entered into this Agreement of their
own  free  will  and  accord,  with  no  duress  or  undue  influence.

13)  The  parties  shall  bear  their  own  costs  and  expenses.

14) Wells hereby agrees to cooperate with TTC's new management in developing and
pursuing  TTC's  business.

15)  Wells hereby irrevocably appoints the Secretary of TTC as his agent in fact
to execute, acknowledge and deliver any and all further documents or instruments
that  may  be reasonably required to give full force and effect to the terms and
provisions  of  this  Agreement.

16)  Any  controversy,  claim  or  dispute arising out of or resulting from this
Agreement,  or the breach thereof, that cannot be resolved by negotiation, shall
be  resolved by arbitration, to be held in New York, New York in accordance with
the  rules and regulations of the American Arbitration Association. Failure of a
party to participate or cooperate shall constitute grounds for default judgment.
The  arbitrator  shall  award  legal fees and costs to the prevailing party. The
decision  of  the  arbitrator  shall  in  each  case,  including  awards and the
allocation  of  costs,  be final and binding upon the parties. Judgment upon the
award rendered by the arbitrator may be entered in any Court having jurisdiction
thereof.

17)  This Settlement Agreement may be executed in two or more counterparts, each
of  which,  when  taken  together,  shall  constitute one original document. The
execution  of  this Settlement Agreement may be evidenced by the transmission of
telecopied  or  facsimile  signatures,  which  will  have full binding and legal
effect.



     IN  WITNESS  WHEREOF,  the  parties hereto shall be deemed to have executed
this  Agreement  on  the  date  and  year  first  written  above.

WELLS:                         TTC:
/s/ Stephen B. Wells           /s/ James A. Tilton
--------------------           --------------------------
Stephen  B.  Wells             Twistee Treat Corporation
                               By:
                               James A.  Tilton,  Acting  President

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