SETTLEMENT AGREEMENT AND MUTUAL RELEASE

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (hereinafter this “Agreement”) is made this 16 day of March, 2006 by and between SEREFEX CORPORATION (hereinafter referred to as “SEREFEX”) and THOMAS J. CONWELL, THOMAS J. CONWELL REV TRUST, JUDITH A. CONWELL, JUDITH A. CONWELL REV TRUST, KENT CONWELL and LIONS GATE MANAGEMENT, LTD. CO., a Florida Corporation, JOINTLY AND SEVERALLY (hereinafter collectively referred to as “Defendants”) and these parties agree as follows:

RECITALS :

WHEREAS, the parties to this Agreement are parties to a civil action pending in the Circuit Court for the Twentieth Judicial Circuit of Florida, in and for Collier County, Florida, being Case No. 04-2834-CA, styled Serefex Corporation v. Conwell, et al ., (hereinafter the “Lawsuit”).

WHEREAS, due to the uncertainty of the claims and the necessity on the part of both parties to bring these matters to an expeditious conclusion, the parties desire to settle all issues between them, both those which were raised or could have been raised by the pleadings filed in the Lawsuit, and, therefore, enter into this Agreement settling all issues between them on the terms and conditions set forth herein.

WHEREAS, the parties to this Agreement have agreed to settle their disputes in the manner set forth in this Agreement.

WHEREAS, the consideration for this Agreement and for the execution and delivery of all documents and/or items pursuant to it are the mutual promises contained in this Agreement.

WHEREAS, the parties to this Agreement have agreed to settle their dispute in the manner set forth below.

IT IS STIPULATED AND AGREED AS FOLLOWS:

1.   DEFENDANTS JOINTLY AND SEVERALLY AGREE AS FOLLOWS :

A.   To transfer, assign, convey or deliver to SEREFEX all shares and/or holdings in Serefex Corporation and or SpectraFax Corporation (collectively the “Serefex Shares”) that are currently titled in their names, held in their possession and/or under their control, including but not limited to all shares listed in the attached Exhibit “A”. To the extent Defendants have already delivered any certificates for any of the Serefex Shares that are titled in their name to SEREFEX, or is obligated to deliver any such certificate titled in their name to SEREFEX, Defendants further agree to execute any documents that may be required to effect the legal transfer of title to such shares from the Defendants to SEREFEX, including but not limited to any Power of Attorney to Transfer Securities or Stock Power, the form of which is attached hereto as Exhibit “B” (“Stock Power”). To the extent any of the Serefex Shares have been issued to any of the Defendants, but the Defendants do not have possession or control over such shares, Defendants shall nonetheless execute any document or take any other action required to transfer ownership and title to such shares to SEREFEX, including but not limited to the execution of any Agreement of Indemnity/Affidavit of Loss, the form of which is attached hereto as Exhibit “C” (“Affidavit of Loss”), and thereafter to execute a Stock Power to transfer such shares to SEREFEX. To the extent any of the Serefex Shares are held in any account titled in the name of any of the Defendants or is under the control of any of the Defendants, Defendants further agree to assign, transfer and convey to SEREFEX all rights, interests, benefits or privileges to such Serefex Shares in those accounts in order to effectuate the transfer of shares to SEREFEX. The parties acknowledge that the amounts of the shares indicated in this paragraph are approximate, and the actual share amounts may vary from these approximations. Defendants acknowledge that they, jointly and severally, have the obligation to take whatever action is required to transfer the Serefex Shares to SEREFEX, which transfer shall be effectuated by any means necessary to transfer the shares including, but not limited to, assignment/transfer of stock forms, affidavit of lost certificate(s), and instruction to necessary transfer agents as to the transfer of the stock outlined in this paragraph. The Defendants shall initiate the transfer, assignment, conveyance and delivery of the Serefex Shares to SEREFEX no later than three (3) days after being advised that the board of directors of SEREFEX has approved this Agreement. The Defendants shall use their best efforts to complete the transfer, assignment, conveyance and delivery of the Serefex Shares to SEREFEX.

B.   To pay to SEREFEX the sum of $ 25,000.00 by cashier’s check, on or before May 26, 2006. Said funds shall be transmitted to SEREFEX in care of their counsel, Michael Marsalese. Defendants acknowledge and agree that their obligation to pay the $ 25,000.00 to SEREFEX is joint and several.

C.   To pay in advance by cashier’s check all fees associated with the transfer of the Serefex Shares outlined in Paragraph 1 (A) above, including any and all costs and fees associated with transferring, replacing any lost, missing or stolen stock certificates, including but not limited to certificate numbers 2, 68, 70, 1023, 1104, 1479, 1626 and 2216.

D.   To bear their own costs and attorneys’ fees relating to or arising from the Lawsuit.

E.   To refrain from making any disparaging remarks, comments, or communications (either oral or written) against SEREFEX, any of its officers, directors, agents, advisors, and/or assigns, and to refrain from making any statements, interviews or comments relative to the terms of this Agreement to any news organization, provided SEREFEX fully complies with the terms of this Agreement.

F.   To execute and file a joint stipulation for dismissal with prejudice of all claims and counterclaims asserted in the Lawsuit, with all parties to bear their own attorneys’ fees and costs. Such stipulation shall be filed concurrently with the joint stipulation of dismissal to be filed by SEREFEX, pursuant to paragraph 2.H. below.

2.   SEREFEX AGREES AS FOLLOWS :

A.   To accept the transfer, assignment, conveyance