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CAUSE NO. 2003-41017

|ICOWORKS HOLDINGS, INC.    | ) | IN THE DISTRICT COURT OF
|-------------------------- | - | ------------------------
|                           | ) |                         
|V.                         | ) | HARRIS COUNTY, TEXAS    
|                           | ) |                         
|NETWORK INTERNATIONAL INC. | ) |                         
|PREMIER AUCTIONEERS        | ) |                         
|INTERNATIONAL INC., AND    | ) |                         
|CRAID CANNON               | ) | 125TH JUDICIAL DISTRICT 

RELEASE AND SETTLMENT AGREEMENT

This Release and Settlement
  Agreement (Agreement) is entered into to be effective as of the
  29th of August, 2003, by and between Icoworks Holdings, Inc. (Plaintiff),
  Network International Inc. and Premier Auctioneers International, Inc. (collectively
  Settling Defendants), and James Richie, David Long and Scott Felker
  (collectively, the Individuals). In this Agreement, the Plaintiffs,
  the Settling Defendants and the Individuals may sometimes be referred to collectively
  as the Parties.

1.  WHEREAS, there is a
  lawsuit pending in the District Court of Harris County, Texas styled Cause No.
  2003-41017; Icoworks Holdings, Inc. v. Network International Inc.,Premier
  Auctioneers International Inc., and Craig Cannon(the Lawsuit).

2. WHEREAS, the Parties desire
  to avoid any further controversy regarding matters currently and/or potentially
  at issue between them in the Lawsuit or otherwise;

3. THEREFORE, to accomplish
  that end, the Parties, in consideration of the covenants and payment provided
  for herein, have agreed to compromise and settle fully their dispute and any
  potential dispute between them on the terms set out below.

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4. Release by the Plaintiffs:
  For good consideration, Plaintiff acting for itself, its agents, officers, representatives
  and attorneys, individually and collectively, hereby RELEASE, ACQUIT and DISCHARGE
  Settling Defendants, individually and collectively, and each of their respective
  present and former employees, officers, directors, agents, subsidiaries, affiliates,
  successors, successors in interest, predecessors, assigns, insures, and attorneys,
  of and from any and all claims, demands, liabilities or causes of action, legal
  or equitable, of any kind whatsoever from the beginning of the world to the
  date hereof, including but not limited to those relating to or arising from
  the allegations made the basis of any claims in the Lawsuit and from any and
  all claims, demands, liabilities or causes of action that were made or could
  have been made in the Lawsuit or that accrued on or before the effective date
  of this Agreement by, between or among the Parties; provided, however, that
  notwithstanding anything in this paragraph or Agreement, Plaintiff does not
  release, acquit or discharge Defendant Craig Cannon from any claims.

5. Release by the Individuals:For good considerations, the Individuals and hereby RELEASE, ACQUIT and
  DISCHARGE Settling Defendants, individually and collectively, and each of their
  respective present and former employees, officers, directors, agents, subsidiaries,
  affiliates, successors, successors in interest, predecessors, assigns, insurers,
  and attorneys, of and from any and all claims, demands, liabilities, contracts
  or causes of action, legal or equitable, of any kind whatsoever from the beginning
  of the world to the date thereof, including but not limited to those relating
  to or arising from the allegations made the basis of any claims in the Lawsuit
  and from any and all claims, demands, liabilities or causes of action that were
  made or could have been made in the Lawsuit or that accrued on or before the
  effective date of this Agreement by, between or among the Parties. The Individuals
  expressly disclaim any right to purchase or otherwise obtain ownership of any
  real property from Settling Defendants.

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6. Release by Settling Defendants:
  For good consideration, Settling Defendants hereby RELEASE, ACQUIT and DISCHARGE
  the Plaintiff and the Individuals, and each of their respective employees, former
  employees, officers, directors, agents, subsidiaries, affiliates, successors,
  successors in interest, predecessors, assigns, insures, and attorneys of and
  from any and all claims, demands, liabilities or causes or action, legal or
  equitable, of any kind whatsoever from the beginning of the world to the date
  hereof, including but not limited to those relating to or arising from the allegations
  made the basis of the Lawsuit and from any and all claims, demands, liabilities
  or causes or action that were made or could have been made in the Lawsuit or
  that the accrued before the effective date of this Agreement by and between
  the Parties; provided, however, that notwithstanding anything in this paragraph
  or Agreement, Settling Defendants do not release, acquit or discharge Defendant
  Craig Cannon from any claims.

7. Dismissal of Lawsuit With
  Prejudice: For the consideration cited herein, the Plaintiff and Settling
  Defendants hereby agree to dismiss all claims against each other in the Lawsuit,
  including without limitation any claims and counterclaims, with prejudice, with
  each party to bear and be responsible for their own costs and attorneys
  fees.

8. Payment to Settling Defendants:
  For good consideration, Plaintiff agrees to pay Defendant Network International
  Inc. the total sum of $1,000,000.00 (One Million Dollars) before 5:00 p.m. today,
  by delivery of a bank check in that amount payable to Settling Defendants
  attorneys of record, Gibbs & Bruns, L.L.P. (the First Payment).
  Settling Defendants agree that such funds will not be released to Settling Defendants
  by Gibbs & Bruns, L.L.P. until 1) stock certificates representing 100% of
  Premier Auctioneers International Inc. are endorsed and delivered to the offices
  of James D. Pierce with any and all stock transfer records and corporate books;
  and 2) a master assignment of all contracts to be assigned is delivered to

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Plaintiffs counsel; and 3) a CD Rom of the hybrid software
  is delivered to Icoworks in Tulsa. Plaintiff further agrees to pay Defendant
  Network International Inc. the total sum of $400,000.00 (Four Hundred Thousand
  Dollars) on the business day following Network International Inc.s declaration
  that it is in receipt of documentation releasing a bridge loan mortgage, or
  on Monday, September 8, 2003, whichever is later (the Second Payment).
  The Second Payment shall be by check from the trust account of James Pierce,
  made payable to Network International Inc.

9.  Conveyance of Premier
  and Land to Plaintiff: For good consideration, Settling Defendants agree
  to convey all of the assets and shares of Premier Auctioneers International,
  Inc. to Plaintiff, effective immediately upon receipt today of the First Payment.
  The terms of such conveyance are set forth in the letter agreement between the
  parties dated July 11, 2003 (attached as Exhibit A hereto), of which
  paragraph 6, 7, 10, 12, 13, 14 and 16 remains applicable and is in full force
  and effect. The parties agree to complete and sign the Asset Purchase Agreement,
  attached hereto as Exhibit B, and to take reasonable steps to effect
  to smooth transition of the Premier Auctioneer business from Settling Defendants
  to Plaintiff, including executing such documents necessary to effect this agreement.
  Other than filling in the blanks, no changes shall be made to Exhibit B unless
  by Agreement of both Network International, Inc. and Icoworks Holdings, Inc.

Further, Settling Defendants
  agree to convey by General Warranty Deed to Plaintiff the real property located
  in Midland County, Texas which is more particularly described in Exhibit C
  hereto (the Land). Such conveyance shall be made on the day following
  Network International Inc.s declaration that it is in receipt of documentation
  releasing bridge loan mortgage, but in no event earlier than Monday, September
  8, 2003. Such conveyance shall be accomplished by Network International Inc.
  executing and delivering the General Warranty

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Deed (attached hereto as Exhibit B) to Plaintiff
  immediately following Network International Inc.s receipt of the Second
  Payment. Network will cause the releases of the bridge loans to be delivered
  with the General Warranty Deed for filing in the appropriate county.

The Parties agree to defend
  against any efforts by any other person or entity to prevent the conveyance
  of the Land. However, it is agreed by the Parties that Plaintiff remains obligated
  to accept conveyance of the Land (and to make the Second Payment to Network
  International Inc. on the same day) unless any Party to this Agreement is judicially
  enjoined or restrained from doing so. Further, if a Party becomes judicially
  enjoined or restrained from completing conveyance of the Land to Plaintiff,
  then it is agreed that Plaintiff shall remain obligated to accept conveyance
  of the Land (and to make the Second Payment to Network International Inc. on
  the same day as such conveyance) immediately upon the expiration or removal
  of such injunction or restraint.

10. Execution: Each of
  the Parties is executing this Agreement on behalf of themselves as well as on
  behalf of their employees, former employees, officers, directors, agents, subsidiaries,
  affiliates, successors, successors in interest, predecessors, assigns, insurers,
  and attorneys, with the exception of Craig Cannon.

11. Representation of No
  Transfer:The Plaintiff and the Individuals represent that they have not
  transferred, subrogated, hypothecated, assigned or otherwise encumbered, in
  whole or in part, to any entity or individual, any of the claims they may have
  against Settling Defendants.

12. Biding Effect:This
  Agreement shall inure to the benefit of and be binding upon the successors,
  successors in interest, assigns, heirs, legal representatives and insurers of
  the Parties.

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13. Counterparts:This
  Agreement may be executed in multiple counterparts, each of which shall be deemed
  to be and have the same force and effect of an original, and all of which, taken
  together, shall constitute and be constructed as a single agreement. A copy
  of this Agreement shall have the same force and effect as an original.

14. Confirmation of Agreement:The signatures to this Agreement represent that they have read it, have
  consulted with counsel regarding its terms, fully understand the rights and
  obligations described in this Agreement, and execute this Agreement of their
  own free will.

15. Authorization for Execution:
  The signatories to this Agreement represent and warrant that they are duly authorized
  to execute this Agreement on behalf of the Parties that they represent.

16. Entire Agreement:This
  Agreement embodies the entire agreement between the Parties and supersedes any
  and all representations, discussions, or agreements concerning the matters addressed
  herein. In making this Agreement, the Parties warrant that they have not relied
  upon any statements or representations other than what is contained in this
  Agreement. The Agreement may be amended only by an instrument in writing executed
  by the Parties, except that the authorized legal representative of any party
  may execute such an agreement on behalf of any party.

17. Construction:This
  Agreement shall not be construed against any party because of such partys
  involvement in the preparation or drafting of this Agreement. This Agreement
  is entered into so as to avoid a potentially expensive and time-consuming dispute
  and shall not be construed as an admission of liability or wrongdoing by any
  Party. All such liability is specially denied.

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18. Jurisdiction and Governing
  Law: This Agreement shall be enforced in accordance with the laws of the
  State of Texas. Venue of any litigation concerning this Agreement shall be in
  Harris County, Texas.

| | NETWORK INTERNATIONAL INC.
| | --------------------------
| |                           
| | By:                       
| |                           
| |                           
| |                           
| | ICOWORKS HOLDING, INC.    
| |                           
| | By:                       
| |                           
| |                           
| |                           
| | JAMES RICHIE, Individually
| |                           
| |                           
| |                           
| |                           
| | DAVID LONG, Individually  
| |                           
| |                           
| |                           
| |                           
| | SCOTT FELKER, Individually
| |                           
| |                           
| |                           

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