This SETTLEMENT AGREEMENT (the " Agreement ") is entered into on June 6, 2007 (the " Closing Date
") by and among (i) Jeffrey H. Mims (the " Trustee "), the chapter 7 trustee for VarTec Telecom, Inc. (" VTI "),
Excel Telecommunications, Inc. (" ETI "), and VarTec Solutions, Inc. (" VSI " and together with VTI and ETI,
the " VarTec Debtors "); and (ii) GoSolutions, Inc., a Florida corporation (" GoSolutions "). The Trustee and
GoSolutions are sometimes individually referred to herein as a "Party" and collectively as the "Parties."
A. On November 1, 2004, VTI and certain of its affiliates (collectively, the " Debtors ") each filed a
voluntary petition for relief under chapter 11 of title 11 of the United States Code (the " Bankruptcy Code ").
The Debtors' bankruptcy cases (collectively, the " Bankruptcy Cases " ) are pending before the United States
Bankruptcy Court for the Northern District of Texas, Dallas Division (the " Bankruptcy Court ") and are jointly
administered under the Bankruptcy Case styled In re VarTec Telecom, Inc., et al. ; Case No. 04-81694-
B. Effective as of June 16, 2006 (the " Conversion Date "), the Bankruptcy Cases were converted to
bankruptcy cases under chapter 7 of the Bankruptcy Code. The Trustee was appointed as the chapter 7 trustee
of each of the Debtors' Bankruptcy Cases.
C. On March 13, 2007, the Trustee filed his Complaint [Adv. Proc. Docket No. 1] which commenced
Adversary Proceeding No. 07-03079 (the " Adversary Proceeding ") against GoSolutions styled Mims v.
GoSolutions, Inc. In the Adversary Proceeding, the Trustee seeks to avoid certain alleged preferential transfers
in the aggregate amount of $456,616.78 made to GoSolutions by one or more of the VarTec Debtors.
D. Separately, GoSolutions has filed proof of claim nos. 1285 and 1286 (collectively, the " Proofs of
Claim ") in the Bankruptcy Cases.
E. The Parties enter into this Agreement to b