UNITED STATES BANKRUPTCY COURT

                               DISTRICT OF NEVADA

In re:                                      |    Case Nos. BK-S-05-14326 LBR
                                            |              BK-S-05-14331 LBR
PACIFIC MAGTRON INTERNATIONAL,              |              BK-S-05-14335 LBR
CORP., a Nevada Corporation,                |              BK-S-05-14339 LBR
                                            |
PACIFIC MAGTRON, INC.,                      |    Jointly Administered Under
                                            |    Case No. BK-S-05-14326 LBR
PACIFIC MAGTRON (GA), INC.,                 |
                                            |    Chapter 11
LIVEWAREHOUSE, INC.,                        |
                                            |
        Debtors and Debtors in Possession.  |
--------------------------------------------|    MUTUAL SETTLEMENT
                                            |    AGREEMENT AND RELEASE
                                            |
Affects all four Debtors: |_|               |
Affects only:                               |
     |_|   Pacific Magtron International,   |
           Corp.                            |
     |_|   Pacific Magtron, Inc.            |
     |_|   Pacific Magtron (GA), Inc.       |
     |_|   Livewarehouse, Inc.              |
--------------------------------------------|


      This Mutual Settlement Agreement and Release ("Settlement Agreement") is
hereby entered into by and among PACIFIC MAGTRON INTERNATIONAL, CORP., ("PMIC"),
LIVEWAREHOUSE, INC. ("LW"), the liquidating estates of PACIFIC MAGTRON, INC.
("PMI"), and PACIFIC MAGTRON (GA), INC. ("PMIGA") by and through their "Estate
Representative" (as defined in the PMI and PMIGA Second Amended Plans of
Liquidation) (collectively, the "PMIC Entities"), Debtors and
Debtors-in-possession in the above-captioned bankruptcy, ENCOMPASS AFFILIATES
GROUP ("ENCOMPASS"), ADVANCED COMMUNICATIONS TECHNOLOGIES, INC. ("ACT") on its
own behalf and as Estate Representative of PMI and PMIGA, WAYNE DANSON
("Danson"), MARTIN NIELSON ("Nielson"), and THEODORE S. LI ("Li") and HUI
CYNTHIA LEE ("Lee"; collectively with Li, "Li/Lee"). The foregoing Parties to
this Settlement Agreement are sometimes referred to herein as the "Parties" with
reference to the following mutual Settlement Agreement and Release:


<PAGE>

                                    RECITALS
                                    --------

      WHEREAS, on or about December 10, 2004, ACT and Li/Lee entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement"), pursuant to which ACT
agreed to purchase from Li/Lee, and Li/Lee agreed to sell to ACT 6,454,300
shares of PMIC common stock (the "PMIC Stock") for the aggregate purchase price
of $500,000.

      WHEREAS, the purchase price for the PMIC Stock was to be paid pursuant to
the terms of one-year Secured Convertible Promissory Notes (the "Notes") which
were issued on December 30, 2004 (the "Notes Issue Date")to Li (in the amount of
$166,889) and Lee (in the amount of $333,111).

      WHEREAS, the Notes were fully convertible into shares of ACT Stock (as
defined in Section 4(b) infra) any time after the Notes Issue Date.

      WHEREAS, contemporaneously with the execution of the Stock Purchase
Agreement Li and Lee entered into employment agreements with PMIC, ACT and ACT's
wholly-owned subsidiary, Encompass (the "Employment Agreements"). The Employment
Agreements outlined, among other things, Li and Lee's terms of employment and
provided for payment of certain signing bonuses.


                                  Page 2 of 16
<PAGE>

      WHEREAS, neither Li nor Lee received payment on account of the Notes or
signing bonuses associated with the Employment Agreements.

      WHEREAS, on or about May 11, 2005, the PMIC Entities filed for relief
under Chapter 11 of the United States Bankruptcy Code in the United States
Bankruptcy Court for the District of Nevada (Case Nos. BK-S-05-14331 LBR,
BK-S-05-14335 LBR, and BK-S-05-14339 LBR, jointly administered under Case No.
BK-S-0514326 LBR) (the "Nevada Bankruptcy").

      WHEREAS, on or about May 11, 2005, ACT filed a lawsuit against Li/Lee in
the United States District Court for the Southern District of New York (Case No.
05-CV-4628) (the "New York Litigation") which alleged, among other things,
counts for securities fraud, fraudulent inducement, breach of contract, fraud
and deceit.

      WHEREAS, on or about January 19, 2006, Li/Lee filed suit against ACT,
Encompass and certain officers of ACT in the Superior Court of State of
California, Santa Clara County (Case No. 106-CV-056507) (the "California
Litigation") alleging, among other things, fraud, intentional misrepresentation,
breach of contract, breach of implied covenant of good faith and fair dealing,
violation of the California Labor Code, violation of the Business of Professions
Code of California, and defamation.

      WHEREAS, PMIC filed its Third Amended Plan of Reorganization on or about
January 30, 2006 (the "Third Amended Plan"). In order to establish voting
procedures for the Third Amended Plan, and to set claims for Plan voting
purposes, PMIC filed a Motion to Estimate Claims (the "Claims Motion") in which
it asserted that the claims of Li/Lee should be valued at zero ($0) dollars. The
hearing on the Claims Motion was scheduled for April 4, 2006, the same date that
was set by the Bankruptcy Court for a hearing to confirm the Third Amended Plan.


                                  Page 3 of 16
<PAGE>

      WHEREAS, PMIC is in the process of negotiating the terms of a merger with
Herborium, Inc. (the "Herborium Merger") as described in the Third Amended Plan.

      WHEREAS, the Herborium Merger is expected to close contemporaneously with
the Effective Date of the Third Amended Plan.(1)

      WHEREAS, ACT was appointed as the Estate Representative of PMI and PMIGA
for the purpose of prosecuting claims against Li/Lee pursuant to Articles V and
IX of the PMI and PMIGA Second Amended Plans of Liquidation.

      WHEREAS, the Parties have now determined to resolve all disputes arising
out of or relating to the Nevada Bankruptcy, New York Litigation, California
Litigation and the Claims Motion on the terms and conditions set forth in this
Settlement Agreement.


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

      NOW, THEREFORE, in consideration of the mutual covenants, agreements and
promises contained in this Settlement Agreement, it is hereby agreed as follows:

      1. Payment Upon Closing Of Herborium Merger. Within one business day of
the closing of the Herborium Merger, and in accordance with PMIC's Fourth
Amended Plan of Reorganization (the "Fourth Amended Plan"), which is being filed
contemporaneously herewith, ACT agrees to pay to Li/Lee a total of $325,000 in
cash in immediately available US funds (the "Merger Li/Lee Cash Payment"). The
Merger Li/Lee Cash Payment shall be delivered to Joseph Ainley, Esquire to
administer and distribute the Merger Li/Lee Cash Payment. To the extent it is
able and permitted to, PMIC agrees to reimburse ACT for the Merger Li/Lee Cash
Payment utilizing any and all available cash or other assets remaining in the
PMIC bankruptcy estate after final distribution under the Fourth Amended Plan.


----------
(1)   PMIC intends to prepare and file a Fourth Amended Plan of Reorganization
      contemporaneously with the filing of this Settlement Agreement which will
      integrate the terms of this Settlement Agreement.


                                  Page 4 of 16
<PAGE>

                  2. Herborium Stock. Within one business day of the closing of
the Herborium Merger, and in accordance with the Fourth Amended Plan, PMIC shall
instruct the Stock Transfer Agent (as defined in the Fourth Amended Plan) to
issue to Li/Lee 1,750,000 shares of Herborium common stock (the "Herborium
      Stock") out of the total distribution of Herborium Stock otherwise due to
ACT
shareholders under the Fourth Amended Plan, which shares shall have a minimum
valuation of $.10 per share as more fully described below. The Herborium Stock
also will be subject to the following conditions:

      (a)   For the first one hundred fifty (150) days following the issuance of
            the Herborium Stock (the "Lockup Period"), the Li/Lee shares of the
            Herborium Stock shall be "locked up" and not transferable except as
            explicitly provided in this paragraph. The base price ("Base Price
            Herborium") for determining the obligation of ACT, if any, to
            "top-off" the Herborium Stock as described below, shall be the
            average of the closing prices of Herborium shares on the OTCBB on
            the fifteen (15) trading days prior to the one hundred fiftieth
            (150th) day following closing of the Herborium Merger, provided such
            prices represent arms' length third party transactions. During the
            Lockup Period, Li/Lee may sell their shares of Herborium Stock at
            any time during the Lockup Period provided that any sale is for $.10
            per share or greater. If the price per share is less then $.10 per
            share on the date of determination provided above, ACT shall "top
            up" the Herborium Stock such that Li/Lee shall receive an aggregate
            value equal to the value which would have been received had the
            Herborium stock price been $.10 per share by (i) delivering cash
            equal to the difference between $.10 per share minus the Base Price


                                  Page 5 of 16
<PAGE>

            Herborium multiplied by the number of shares still held by Li/Lee,
            or (ii) providing additional shares of Herborium Stock, utilizing
            shares that otherwise are distributable to ACT shareholders under
            the Fourth Amended Plan, having a value, at the Base Price
            Herborium, equal to the difference between $.10 per share minus the
            Base Price Herborium multiplied by the number of shares still held
            by Li/Lee. The choice of (i) and (ii) shall be in ACT's sole
            discretion.

      (b)   In order to secure the obligation of ACT to "top up" during the
            Lockup Period as noted in Section 2(a) above, ACT agrees to place
            into escrow (to be held in accordance with the terms of the Fourth
            Amended Plan) 1,750,000 shares of the Herborium Stock that otherwise
            are due to ACT shareholders as a distribution under the Fourth
            Amended Plan. The 1,750,000 shares of Herborium Stock shall remain
            in escrow until the earlier of the expiration of the Lockup Period
            or Li/Lee's sale of Herborium Stock prior to the expiration of the
            Lockup Period, after which time all remaining Herborium Stock shall
            promptly be returned to ACT for distribution to its shareholders as
            provided in the Fourth Amended Plan.



                                  Page 6 of 16
<PAGE>

      3. Cash Payment Upon Termination of Herborium Merger. If the Herborium
Merger is not consummated, ACT agrees to pay Li/Lee a total of $325,000.00 in
cash in immediately available U.S. funds (the "ACT Li/Lee Cash Payment") which
shall be delivered to Joseph Ainley, Esquire for administration and distribution
on the seventy-sixth (76th) day following execution of this Settlement
Agreement. Such payment shall be in lieu of the Merger Li/Lee Cash Payment. To
the extent it is able and permitted to, PMIC agrees to reimburse ACT for the ACT
Li/Lee Cash Payment utilizing any and all available cash or other assets
remaining in the PMIC bankruptcy estate after final distribution under the
Fourth Amended Plan.

      4. ACT Stock. If the Herborium Merger does not occur, in lieu of the
provisions of Section 2:

      (a)   ACT further agrees to issue to Li/Lee a total of $175,000 worth of
            ACT common stock (the "ACT Stock"), which shall be determined by use
            of the average closing price of ACT stock on the OTCBB on the
            fifteen (15) trading days prior to the seventy-sixth day (76)
            following the execution of this Settlement Agreement, provided such
            prices represent arms' length third party transactions. The ACT
            Stock shall be released from escrow on the seventy-sixth (76) day
            following execution of this Settlement Agreement to Joseph Ainley,
            Esquire for administration and distribution. Any ACT Stock which is
            issued to Li/Lee under this Settlement Agreement shall be
            effectuated by exercising the conversion option of the Notes and not
            on account of any other obligations, including, but not limited to,
            payment of any bonuses which may have been due under the Employment
            Agreements. Upon issuance of such stock, the Notes shall be deemed
            to have been converted in full and no longer outstanding. In the
            event that ACT issues ACT Stock to Li/Lee, Li and Lee and ACT agree
            to amend and restate the Notes, as may be necessary, in order to
            effectuate such conversion


                                  Page 7 of 16
<PAGE>

      (b)   In order to secure the obligations of ACT to issue such ACT Stock,
            within one business day of the Bankruptcy Court's entry of an Order
            approving this Settlement Agreement, ACT shall issue instructions to
            its Transfer Agent to issue and place 87,500,000 shares of ACT Stock
            into an escrow account, with an escrow agent which is acceptable to
            ACT in its reasonable discretion, in accordance with the Fourth
            Amended Plan. If the price per share of the ACT stock held in
            escrow, based upon the average of the closing prices of ACT stock on
            the OTCBB for the fifteen (15) trading days prior to the
            seventy-sixth day (76) following the execution of this Settlement
            Agreement, provided such prices represent arms' length third party
            transactions, is less then $.002 per share on the date on which the
            ACT stock is released from escrow, ACT shall "top up" the ACT Stock
            such that Li/Lee shall receive an aggregate value which would have
            been received had the ACT stock price been $.002 per share, not to
            exceed a total aggregate value of $175,000 for all ACT Stock, by (i)
            delivering cash equal to the difference between $.002 per share
            minus the actual price per share of ACT Stock as determined by the
            average of the closing prices of ACT stock on the OTCBB on the
            fifteen (15) trading days prior to the seventy-sixth day (76)
            following the execution of this Agreement, provided such prices
            represent arms' length third party transactions,, multiplied by the
            number of shares held in escrow ("ACT Stock Shortfall"), or (ii)
            providing additional shares of ACT Stock having a value equal to the
            ACT Stock Shortfall. The choice of (i) and (ii) shall be in ACT's
            sole discretion. The sole purpose of this provision 4(b) is to
            ensure that Li/Lee actually receive $175,000 worth of ACT stock
            based on the price determination contained in paragraph 4(a) above -
            no more and no less. In the event that the ACT stock being held in
            escrow has a per share value of more than $.002 based upon the
            average of the closing prices of ACT stock on the OTCBB for the
            fifteen (15) trading days prior to the seventy-sixth day (76)


                                  Page 8 of 16
<PAGE>

            following the execution of this Settlement Agreement, provided such
            prices represent arms' length third party transactions, then all
            escrowed shares in excess of the $175,000 worth of ACT stock shall
            be returned to ACT. If the Herborium Merger occurs, then the
            provisions of Section 3 and this Section 4 shall be null and void,
            and all ACT Stock which is being held in escrow shall be returned to
            ACT upon the closing of the Herborium Merger and the delivery to
            Li/Lee of the Herborium Stock pursuant to Section 2 of this
            Agreement.

      5. Termination Letter. PMIC shall provide Li/Lee with a letter of
termination substantially in the form which is attached hereto as Exhibit "A."

      6. Mediation Expenses. ACT represents that it has paid all of the
Mediation fees which were incurred as part of the April 12, 2006 Mediation that
was held in the San Francisco office of JAMS, Inc.

      7. Hard Drive Images. If, and only if, PMIC still is in possession,
custody or control of the hard drives from the PMIC desktop computers originally
maintained by Li or Lee, PMIC agrees to provide an image copies of such hard
drives within thirty (30) days of the approval of this Settlement Agreement by
the Bankruptcy Court.

      8. ACT, PMIC, Encompass, Danson and Nielson and Li/Lee agree that they
will not in the future directly or indirectly file, participate in, instigate or
encourage the filing of any lawsuit by any person or entity in any state or
federal court or any proceeding before any local, state or federal agency
against any party, individual or entity released herein based upon events
occurring prior to the date of the execution of this Settlement Agreement.


                                  Page 9 of 16
<PAGE>

      9. Mutual Releases. Except as provided in this Settlement Agreement, the
Parties agree as follows:

      (a) Li and Lee, in their individual capacities, hereby release, remise,
and discharge ACT, the PMIC Entities, Encompass, Danson and Nielson, and each of
their subsidiaries and affiliates, as well as all of their directors, employees,
representatives, heirs, insurers, attorneys, agents and assigns (collectively
the "ACT Released Parties") from any all causes of action, claims, actions,
rights, judgments, obligations, damages, demands, accountings or liabilities of
whatever kind, nature or character, whether known or unknown, suspected or
unsuspected, which Li/Lee and/or each of them now has or may in the future have
against the ACT Released Parties, including, but not limited to, all claims
which could have been brought in the Nevada Bankruptcy, New York Litigation,
California Litigation or any other forum or jurisdiction or any claims which may
have arisen from or under the Stock Purchase Agreement, the Notes, the
Employment Agreements, or any other documents which may be part of, associated
with or ancillary to the Stock Purchase Agreement and transactions contemplated
thereby, statutory claims or any and all other matters of whatever kind, nature
or description, whether known or unknown, occurring prior to the date of the
execution of this Settlement Agreement. Except as provided in this Settlement
Agreement, Lee and Li expressly waive any and all rights to object to the Fourth
Amended Plan or any subsequent Plans or other pleading which may be filed by the
PMIC Entities in the Nevada Bankruptcy. With respect to the contemplated Plan of
Reorganization, the PMIC entities and ACT agree that the Plan will not be
inconsistent with any provision of this Settlement Agreement and that to the
extent it is inconsistent, the Settlement Agreement controls. Li and Lee retain
standing to object to the plan of reorganization on grounds that it is
inconsistent with this agreement; Li and Lee waive all other bases for objection
to the plan. Except as provided in this Settlement Agreement, Li and Lee
expressly waive any further rights of payment on account of the Notes, Stock
Purchase Agreement, Employment Agreements or any other documents which may be
part of, associated with or ancillary to the Stock Purchase Agreement and
transactions contemplated thereby. Li/Lee further agree to withdraw any and all
proofs of claim which may have been filed in the Nevada Bankruptcy. Li/Lee
acknowledge that this general release of claims specifically includes, but is
not limited to, any and all claims for any conduct whatsoever based upon events
occurring prior to the date of execution of this Settlement Agreement as well as
any and all claims for attorneys' fees and/or litigation costs.


                                 Page 10 of 16
<PAGE>

      (b) ACT, PMIC and Encompass, Danson and Nielson and each of their
subsidiaries ("ACT Releasors"), do hereby release, remise and discharge Li, Lee,
and each former member of the Board of Directors of PMIC who resigned on or
before December 30, 2004, and their representatives, heirs, insurers, attorneys
and agents (the "Li/Lee Releasees"), from any all causes of action, claims,
actions. rights, judgments, obligations, damages, demands, accountings or
liabilities of whatever kind, nature or character, whether known or unknown,
suspected or unsuspected, which the ACT Releasors and/or each of them now has,
or may in the future have against the Li/Lee Releasees, including, but not
limited to, all claims which could have been brought in the Nevada Bankruptcy,
New York Litigation, California Litigation or any other forum or jurisdiction or
any claims which may have arisen from or under the Stock Purchase Agreement, the
Notes, the Employment Agreements, or any other documents which may be part of,
or ancillary to, the Stock Purchase Agreement and transactions contemplated
thereby or statutory claims or any and all other matters of whatever kind,
nature or description, whether known or unknown, occurring prior to the date of
the execution of this Settlement Agreement until the end of the world. ACT
Releasors acknowledge that this general release of claims specifically includes,
but is not limited to, any and all claims for any conduct whatsoever based upon
events occurring prior to the date of execution of this Settlement Agreement as
well as any and all claims for attorneys' fees and/or litigation costs.

      10. Waiver of California Civil Code ss.1542. Li/Lee, ACT, the PMIC
Entities, Encompass, Danson and Nielson do hereby, for themselves and for each
of their respective heirs, representatives and agents, expressly waive and
relinquish all rights and benefits afforded by California Civil Code ss.1542 and
do so understanding and acknowledging the significance and consequences of such
specific waiver of the California Civil Code ss.1542. Li/Lee, ACT, the PMIC
Entities, Encompass, Danson and Nielson each acknowledge that they are familiar
with the provisions of California Civil Code ss.1542. Specifically, California
Civil Code ss.1542 provides as follows:



                                 Page 11 of 16
<PAGE>

            A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
            NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT TIME OF
            EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
            MATERIALLY EFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


Thus, notwithstanding the provisions of California Civil Code ss.1542, and for
purposes of implementing the full and complete releases provided in Sections
9(a) and (b) above, Li/Lee, ACT, the PMIC Entities, Encompass, Danson and
Nielson each expressly acknowledge that this Settlement Agreement is intended to
include in its effect all claims which they do not know or expect to exist in
their favor at the time of execution of this Settlement Agreement, and that this
Settlement Agreement contemplates the extinguishment of any such claims or
causes of actions.

      11. No Admission of Liability. Each Party expressly recognizes this
Settlement Agreement shall in no way be construed as an admission by any Party
of any unlawful or wrongful acts or omissions whatsoever. This Settlement
Agreement shall not be admissible in any proceeding as evidence of, or any
admission by, any Party of any violation of any law, regulation or wrongful act.
This Settlement Agreement may be introduced as evidence in any proceeding to
enforce this Settlement Agreement.

      12. Costs and Fees. Except as provided above in Section 6, the Parties
agree that they each shall bear their own costs, expenses and attorneys' fees
with respect to the New York Litigation, California Litigation, the Nevada
Bankruptcy and any and all other dealings between and among the Parties,
including all costs, expenses, and attorneys' fees incurred in connection with,
or in any way related to, the negotiation, mediation or consummation of this
Settlement Agreement. In the event of a breach of this Settlement Agreement, the
prevailing Party in any action to enforce the terms of this Settlement Agreement
shall be entitled to payment of reasonable attorneys' fees and costs by the
Party who breached the Settlement Agreement.


                                 Page 12 of 16
<PAGE>

      13. Dismissal of all Pending Litigation. Upon consummation of this
Settlement Agreement, all Parties hereto agree that each shall cause and/or
cooperate in good faith to cause the dismissal of the New York Litigation,
California Litigation and any other pending actions between them in any other
jurisdictions to be dismissed with prejudice as soon as practicable. The Parties
agree that they will not in the future file, participate in, instigate or
encourage the filing of any lawsuits by any person or entity in any state,
federal or local court or agency on account of or relating to any claim released
by this Agreement.

      14. Interpretation. This Settlement Agreement as been negotiated at
arms-length between the persons knowledgeable and the matters with herein. Each
Party represents and warrants that it has had an opportunity to fully review the
provisions of this Settlement Agreement with attorneys of its own choice. Each
Party signing this Settlement Agreement is entering into it knowingly,
voluntarily, and of its own free will. All provisions of this Settlement
Agreement shall be governed pursuant to the laws of California.

      15. Integration. The Parties hereby acknowledge that this Settlement
Agreement contains all the terms and conditions agreed upon by the Parties
hereto with reference to the subject matter resolved by this Settlement
Agreement. No other agreements, oral or otherwise, shall be deemed to exist or
to bind either of the Parties with respect thereto. This Settlement Agreement
supersedes and voids the April 12, 2006 Binding Term Sheet among the parties. No
representative or agent of any Party hereto had or has any authority to make any
representation or promise not otherwise contained in this Settlement Agreement
and each of the Parties hereto acknowledge that it has not executed this
Settlement Agreement in reliance upon such representation or promise. This
Settlement Agreement cannot be modified or changed except by an instrument
signed by the Parties hereto.


                                 Page 13 of 16
<PAGE>

      16. Counterparts. This Settlement Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which
shall constitute one in the same instrument. The Parties hereto agree that
facsimile signatures shall be the same force and effect as original signatures
for all purposes.

      17. Authority. Each individual signing this Settlement Agreement on behalf
of any Party represents and warrants that he/she has full authority to do so.
The Parties represent and warrant that they have not assigned or otherwise
transferred (voluntarily, involuntarily or by operation of law) any right, title
or interest that they have, may have or may have had and which is the subject of
this Settlement Agreement.

      18. Jurisdiction. The United States Bankruptcy Court for the District of
Nevada shall retain jurisdiction to resolve any disputes or controversies
arising from or related to this Settlement Agreement.

      19. Court Approval. This Settlement Agreement shall be effective upon
entry of a final, non-appealable Order by the United States Bankruptcy Court for
the District of Nevada following notice and a hearing as provided in Federal
Rule of Bankruptcy Procedure 9019. In the event that such final, non-appealable
Order is not entered by the Bankruptcy Court, the Parties hereto agree to
cooperate and negotiate in good faith to revise the Settlement Agreement as may
be necessary to obtain the Bankruptcy Court approval required herein.


                                 Page 14 of 16
<PAGE>

      20. Incorporation into the Fourth Amended Plan. The terms of the
Settlement Agreement shall be incorporated into the Fourth Amended Plan, but
shall not be bound by the Fourth Amended Plan if the Fourth Amended Plan is not
confirmed. In such event, this Settlement Agreement shall be fully valid and
effective of its own right and accord.

      Each of the Parties hereto has executed the Settlement Agreement as of the
date and year set forth below.

IN WITNESS WHEREOF:

PACIFIC MAGTRON INTERNATIONAL CORPORATION



By:      /s/ Martin Nielson                                   Date: 6 July, 2006
   --------------------------------                                -------------
         Martin Nielson, Chief Executive Officer


LIVEWAREHOUSE, INC.,


By:      /s/ Wayne Danson                                     Date:  7/17/06
   --------------------------------                                -------------
         President

PACIFIC MAGTRON, INC.


By:      /s/ Wayne Danson                                     Date:  7/17/06
   --------------------------------                                -------------
As Estate Representative


PACIFIC MAGTRON (GA), INC.


By:      /s/ Wayne Danson                                     Date:  7/17/06
   --------------------------------                                -------------
As Estate Representative


                                 Page 15 of 16
<PAGE>


ENCOMPASS AFFILIATES GROUP


By:      /s/ Wayne Danson                                     Date:  7/17/06
   --------------------------------                                -------------
         CEO


ADVANCED COMMUNICATIONS TECHNOLOGIES, INC.


By:      /s/ Wayne Danson                                     Date:  7/17/06
   --------------------------------                                -------------
         President/CEO


WAYNE DANSON

By:      /s/ Wayne Danson                                     Date:  7/17/06
   --------------------------------                                -------------


MARTIN NIELSON

By:      /s/ Martin Nielson                                   Date: 6 July, 2006
   --------------------------------                                -------------


THEODORE S. LI


By:      /s/ Theodore S. Li                                   Date:  6/29/06
    -------------------------------                                -------------


HUI CYNTHIA LEE


By:      /s/ Hui Cynthia Lee                                  Date:  7/2/06
    -------------------------------                                -------------


                                 Page 15 of 16