EXHIBIT 10.11

                        SETTLEMENT AND RELEASE AGREEMENT

     THIS SETTLEMENT AND RELEASE  AGREEMENT  (this  "Agreement") is entered into
and dated for  reference  purposes  as of  September  30,  2002,  between  NUPRO
INNOVATIONS,  INC., a Delaware corporation ("Nupro"),  STRONGGO, LLC, an Arizona
limited  liability  company  ("StrongGO"),  and a group  of  Shareholders  to be
identified  from among and between those  individuals and entities who purchased
shares of Nupro common stock during a certain  stock sale  exempted from federal
securities registration through provisions of Regulation S of the Securities Act
of 1934  (hereinafter  referred  to as the  "Reg.  S  Shareholders"),  occurring
between June 1999 and December 2000, and subsequent  shares acquired under share
warrants  issued by Nupro to these Reg. S Shareholders  between those same dates
(hereinafter referred to as the "Reg. S Offering")  (individually  referenced to
herein as a "Party" or collectively as the "Parties").

                                    RECITALS

     1.   The  individuals  and entities within the class of Reg. S Shareholders
invested  more than Eight  Million  Dollars  ($8,000,000.00)  in Nupro and shall
identify  themselves as a part of this Agreement by their respective  signatures
on this document below and the reconveyance of their respective Reg. S shares to
Nupro. The Reg. S Shareholders eligible for participation in this settlement and
the  number  of  Nupro  shares  held  by the  Reg.  S  Shareholders  are  the 33
shareholders listed in Exhibit A attached hereto.

     2.   Certain  Reg.  S  Shareholders  have made  demands  upon Nupro for the
repayment of the Reg. S Shareholders'  entire investment in the Reg. S Offering,
based  on  their  allegations  that  certain  former  officers   including  Luba
Veselinovic,  Elke Veselinovic, Gary Fitchett, and Ernesto Zaragoza de Cima, and
their de facto  agent Dr.  Wilfried  Boelke,  intentionally  misrepresented  the
invention of, the ownership of, the reliable  valuation of, and the likely sales
of a certain  proprietary  formulation  and technology for a composite  material
referred to as the "Nupro  material" and "Nupro  technology",  which was Nupro's
principal  asset at the time the Reg.  S  Shareholders  invested  in the Reg.  S
Offering.  Certain Reg. S Shareholders  have  threatened to initiate  litigation
against Nupro if their investments are not returned.

     3.   The Reg. S Shareholders  and Nupro deny all  allegations  made against
each other regarding representations concerning Nupro's technology.

     4.   The Reg. S  Shareholders  and Nupro deny any and all  liability to one
another, but desire to fully and completely compromise,  resolve and release all
of the claims between them.

     5.   A majority  of the Reg. S  Shareholders  have formed  another  company
named StrongGO, LLC, an Arizona limited liability company ("StrongGO").
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                                    AGREEMENT

NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  of  the  Parties
contained herein, the Parties agree as follows:

     1.   SETTLEMENT PROCEDURES.

          (1)  Certain  of the  Reg.  S  Shareholders  have  asserted  that  the
majority of the Reg. S  Shareholders  are  prepared to settle all their  alleged
claims against Nupro upon the terms and conditions set forth in this  Agreement.
Nupro has agreed to settle with any or all of the Reg. S Shareholders who desire
to settle  their  claims with Nupro upon the terms and  conditions  set forth in
this Agreement, so long as Reg. S Shareholders holding at least 2,150,000 shares
of Nupro  stock  agree to settle on the terms and  conditions  set forth in this
Agreement  (the  "Majority of Reg. S  Shareholders").  This  Agreement  shall be
binding upon Nupro, StrongGO, and the Reg. S Shareholders who are signatories to
this  Agreement at the time that a majority of the Reg. S  Shareholders  execute
this Agreement (the  "Effective  Date").  Upon the Effective Date, all the terms
and conditions set forth in this Agreement  shall be effective as between Nupro,
StrongGO, and the Reg. S Shareholders who either execute this Agreement prior to
the Effective  Date, or consent to be bound by this Agreement  within the Notice
Period, as defined below.

          (2)  When and if the  Majority  of Reg. S  Shareholders  execute  this
Agreement,  the parties shall provide  written notice via registered mail to the
remaining  Reg. S  Shareholders  informing  them that this  Agreement has become
effective by execution  of the Majority of Reg. S  Shareholders,  and advise the
remaining  Reg. S  Shareholders  that they have the right to participate in this
Agreement by consenting to this Agreement within fifteen (15) days after receipt
of such notice (the "Notice Period"). It shall be conclusively presumed that any
Reg. S Shareholder  receives  notice of his or her right to  participate in this
settlement  on the date  receipt  is  evidenced  by a  delivery  receipt  from a
delivery service or postal carrier showing that the notice has been delivered to
the most current  available  address for that  shareholder  in Nupro's  records.
Delivery may be made by private  delivery  services  such as DHL,  UPS,  Federal
Express,  etc.,  or by placing such notice in the United States mail or the mail
service of the country of residence of any Reg. S Shareholder.

     2.   RIGHT TO PARTICIPATE IN STRONGGO. Any Reg. S Shareholder who elects to
participate in this  Agreement  shall  automatically  be admitted as a member of
StrongGO.  After  the  Notice  Period  has  expired,  the Reg.  S  Shareholders'
membership  interests in StrongGO  shall be determined by dividing the number of
shares each Reg. S Shareholder  reconveys to Nupro in accordance  with Section 6
below by the  total  number  of  shares  reconveyed  to Nupro by all the Reg.  S
Shareholders  who elect to  participate  in this  Agreement.  Should  any Reg. S
Shareholder elect not to participate in this Agreement, by failing to execute or
consent to this Agreement  prior to the  expiration of the Notice  Period,  such
Reg. S  Shareholder  shall be deemed to have elected to retain his or her shares
in Nupro and be  deemed to have  elected  to waive any right to  participate  in
StrongGO or this settlement. The Reg. S Shareholders who elect to participate in
this  Agreement  by  either  their  execution  of this  Agreement  prior  to the
Effective Date or their consent to this  Agreement  within the Notice Period are
referred to herein as the "Electing Reg. S Shareholders."

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     3.   SETTLEMENT AMOUNT. For consideration of the promises,  covenants,  and
mutual  releases  provided  for herein,  Nupro hereby  transfers  and assigns to
StrongGO  all of  Nupro's  right,  title  and  interest  in and to (1) the  real
property in Pima  County,  Arizona,  more  particularly  described  at Exhibit B
attached hereto, along with all of the equipment, fixtures and inventory located
on such real  property,  which is described at Exhibit C attached  (collectively
referred to herein as the "Real Property and Equipment"); and (2) the technology
developed  by Nupro after  January 30,  2002,  for the  manufacture  of a unique
polymer compound material (the "2002 Technology").

     4.   ASSIGNMENT  OF  LEASE  FOR  MIXING  PLANT.  For  consideration  of the
promises,  covenants, and mutual releases provided for herein, Nupro also hereby
transfers  and assigns to StrongGO  all of Nupro's  right and interest in and to
that certain lease dated June 6, 2002 with RMP Properties, LLC (the "Lease") for
a building in Tucson,  Arizona that houses Nupro's Tucson mixing plant. The Reg.
S Shareholders and StrongGO agree to satisfy all obligations under the Lease and
to indemnify and defend Nupro from and against all  obligations  under the Lease
which arise after the date of this Agreement.

     5.   RELEASE  OF  NUPRO'S   EMPLOYEES  FROM  NONCOMPETE   AGREEMENTS.   For
consideration  of the  promises,  covenants,  and mutual  releases  provided for
herein,  Nupro also  hereby  agrees to release all of its  employees  from their
noncompete  agreements  with Nupro,  in the event,  but only in the event,  such
employees are employed by StrongGO.  Nupro also hereby  transfers and assigns to
StrongGO all of Nupro's  right and  interest in and to that  certain  Employment
Agreement with Thomas R. Fritsch dated February 15, 2002.

     6.   RECONVEYANCE  OF ELECTING  REG. S  SHAREHOLDERS'  STOCK IN NUPRO.  For
consideration  of the  promises,  covenants,  and mutual  releases  provided for
herein, the Electing Reg. S Shareholders agree to reconvey to Nupro all of their
stock in Nupro upon the final assignment and recordation of the 2002 Technology,
Real Estate and Equipment,  the Lease, and the Employment Agreement described in
Sections 3, 4, and 5 above. The Electing Reg. S Shareholders must reconvey their
original share certificates of Nupro to Nupro Innovations,  Inc., ATTN: Lawrence
McEvoy,  3296 E. Hemisphere Loop, Tucson,  Arizona 85706-5013 by registered mail
with a return receipt requested.

     7.   RELEASES OF ALL CLAIMS.

          (1)  The Electing Reg. S Shareholders  and StrongGO hereby release and
forever   discharge   Nupro,   and  its  related   entities,   individually  and
collectively,   its  past  and  present   officers,   directors,   shareholders,
principals,   agents,   representatives,   employees,   parents,   subsidiaries,
predecessors  and successors in interest,  assignors and  assignees,  customers,
vendors,  clients  and  insurers,  except the Estate of Luba  Veselinovic,  Elke
Veselinovic,  Ernesto Zaragoza de Cima, Gary Fitchett, and Wilfried Boelke, from
all sums of money, accounts,  charges, suits,  proceedings,  claims,  contracts,
judgments,  demands, or other causes of action of any nature,  known or unknown,
which the Electing Reg. S Shareholders  and StrongGO have,  have had or may have
had against Nupro,  as of the date of the execution of this  Agreement,  arising
out of any and all transactions and occurrences.

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          (2)  Nupro hereby releases and forever  discharges the Electing Reg. S
Shareholders  and  StrongGO,  and their  past and  present  partners,  officers,
directors,   shareholders,   principals,  agents,  representatives,   employees,
parents,  subsidiaries,  predecessors and successors in interest,  assignors and
assignees,  customers,  vendors, clients and insurers, except the Estate of Luba
Veselinovic,  Elke  Veselinovic,  Ernesto  Zaragoza de Cima, Gary Fitchett,  and
Wilfried Boelke from all sums of money, accounts,  charges, suits,  proceedings,
claims, contracts,  judgments, demands, or other causes of action of any nature,
known or unknown, which Nupro, and its related entities,  have, have had, or may
have had against the Electing Reg. S Shareholders and StrongGO as of the date of
execution  of  this  Agreement,  arising  out of any and  all  transactions  and
occurrences.

          (3)  The Electing Reg. S  Shareholders,  StrongGO,  and Nupro agree to
fully release the Estate of Luba Veselinovic, Elke Veselinovic, Ernesto Zaragoza
de Cima,  Gary  Fitchett,  and Wilfried  Boelke if they execute a release of all
claims against the Electing Reg. S Shareholders, StrongGO, and Nupro in the form
attached hereto as Exhibit D (the "Separate Release").

          (4)  This  Agreement  does not release any claims that the Parties may
have against each other regarding  enforcement of this Agreement or the Separate
Release.  If any Party breaches this Agreement or the Separate Release or if any
party released under this Agreement or the Separate Release  initiates any legal
action against any Party to this  Agreement  based upon claims that are released
by this Agreement or the Separate Release, the release granted the individual or
entity  initiating such action shall be null and void and be of no further force
and effect.

     8.   NO ADMISSION OF FAULT OR LIABILITY.  While this Agreement resolves all
issues between the Electing Reg. S Shareholders, StrongGO, and Nupro relating to
the Electing Reg. S Shareholders'  investment in and dealings with Nupro and all
other  claims  between  the  Parties,  this  Agreement  does not  constitute  an
adjudication  or finding on the merits and it is not, and shall not be construed
as, an admission of liability or fault by Nupro,  StrongGO,  the Electing Reg. S
Shareholders, or their related entities.

     9.   CHOICE OF LAW. This Agreement, its application and interpretation, and
all rights and  obligations  of the Parties  hereunder  shall be governed by and
construed  exclusively  in  accordance  with the laws of the  State of  Arizona,
excluding  any  choice  of law  rules  which  would  apply  the laws of  another
jurisdiction.

     10.  CHOICE  OF FORUM.  Any  disputes  regarding  this  Agreement  shall be
exclusively  resolved in the Arizona State Superior Court for the County of Pima
should  any  dispute  arise  between  or  among  the  Parties   concerning   the
interpretation or enforcement of this Agreement.

     11.  ATTORNEYS'  FEES.  Should any Party  initiate  any action at law or in
equity  affecting,  enforcing,  interpreting,  or  relating to the terms of this
Agreement,  or take any  nonjudicial  action to  prevent  any other  Party  from
realizing  any of that  Party's  rights or benefits  under this  Agreement,  the
successful  Party to any such  action  shall be  entitled  to  receive  from the
non-successful  Party all reasonable  attorneys'  fees and costs,  and necessary
disbursements,  and the foregoing shall include actions  required to be taken in
non-judicial circumstances as well as in judicial proceedings.

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     12.  ADDITIONAL DOCUMENTS.  The Parties shall make, execute and deliver all
such  documents  and perform all such acts as may be reasonably  necessary  from
time to time,  prior to and following the  consummation  of this  Agreement,  to
carry out the full intent and purpose of this Agreement.

     13.  BINDING ON SUCCESSORS AND ASSIGNEES.  The provisions of this Agreement
shall be binding  upon and inure to the  benefit of the  Parties  hereto,  their
permitted heirs, administrators, successors, and assigns.

     14.  SEVERABILITY.  If any  part  of this  Agreement  is  determined  to be
invalid or  unenforceable,  that part will be amended to  achieve,  as nearly as
possible, the same effect as the original. The invalidity or unenforceability of
any  provision  shall not affect the  enforceability  of the  remainder  of this
Agreement, unless such invalidity or unenforceability would materially alter the
consideration  due a Party,  in which  event,  the  affected  Party may elect to
rescind this Agreement.

     15.  ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire  agreement
between and reflects the reasonable  expectations  of the Parties  pertaining to
the  subject  matter   hereof.   All  prior  and   contemporaneous   agreements,
representations,  negotiations  and  understandings  of  the  Parties,  oral  or
written,  are merged herein and/or expressly declared void and are superseded by
this  Agreement.  No  change,  addition  or  modification  shall be made to this
Agreement except by a written agreement  executed by both parties intended to be
bound thereby.

     16.  COUNTERPARTS.  This  Agreement may be executed in  counterparts.  Each
counterpart  shall be deemed an original and all taken together shall constitute
one and the same  instrument.  If  executed  in  counterparts,  the  counterpart
signature pages may all be attached to one document, which shall then constitute
the original signed document.  The execution of this Agreement is deemed to have
occurred,  and this Agreement  shall be enforceable  and effective,  only on the
complete  execution  and delivery of this  Agreement  by all the  Parties.  This
Agreement  may be  executed  and  delivered  by  facsimile  copies  showing  the
signatures  thereto.  The facsimile  copies showing the signatures of any of the
Parties  shall  constitute  originally  signed  documents  requiring  no further
execution.

     17.  TERMS.  Unless the context  requires  otherwise,  words  denoting  the
singular  shall be construed as  including  the plural,  and words in the plural
shall be  construed  as  including  the  singular.  Words of one gender shall be
construed  as  including  another  gender or neuter if  appropriate  within  the
context.   The  word  "person"  or  "party"  shall  include  a  natural  person,
corporation,  firm,  partnership,  limited  liability  company,  proprietorship,
trust, or any other entity.

     18.  CONSTRUCTION.  The  captions  or headings  of this  Agreement  are for
convenience  of  reference  only and shall not  control or affect the meaning or
construction of any provision herein. This Agreement is a result of negotiations
between the Parties;  therefore,  this Agreement shall not be construed as if it
had been  prepared by one of the  Parties,  but rather as if both  Parties  have
prepared it.

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     IN WITNESS WHEREOF,  the Parties hereto have executed this Agreement on the
dates shown following their respective names below.

"StrongGO"                              "Nupro"

STRONGGO, LLC, an Arizona limited       NUPRO INNOVATIONS, INC., An Arizona
liability company,                      corporation

By _________________________________    By _________________________________

Its ________________________________    Its ________________________________

Date _______________________________
                                        Date _______________________________

                                        By _________________________________

                                        Its ________________________________

                                        Date _______________________________

"Electing Reg. S Shareholders"

BAVARIA HOTELHOLDINGS
INTERNATIONAL, GMBH, a German
corporation

By _________________________________

Its ________________________________

Date _______________________________

Nupro Shares Reconveyed: 2,325,000

REINER BECKER

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 375,000

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DR. RAINER HUEBNER

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 300,000

CHRISTINE SEIBEL

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 150,000

KARIN PULCH

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 100,000

DR. FRIEDRICH MUELLER

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 100,000

CF FLEX FUND

By _________________________________

Its ________________________________

Date _______________________________

Nupro Shares Reconveyed: 100,000

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<PAGE>
THOMAS HUEBNER, ANDREA HUEBNER, AND ALEX HARTMANN

By _________________________________

Date _______________________________

By _________________________________

Date _______________________________

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 75,000

HANS-PETER VOELMICKE AND STEPHAN LEGAT

By _________________________________

Date _______________________________

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 75,000

BERNARD BERGER JR.

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 75,000

DR. WILLIE HILGERT

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 75,000

                                       8
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RAINER WUNDERLICH

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 75,000

CARSTEN KNAUER

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 75,000

GUNTER PEITZNER

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 50,000

GUNTER PEITZNER

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 50,000

BERNARD TEWAAG

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 50,000

DR. KLAUS OECHSNER

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 50,000

                                       9
<PAGE>
FRIEDRICH HERTLING

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 40,000

ANDREAS SACHS

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 25,000

ANGELIKA BOEHME

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 20,000

ANDREA THUM

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 20,000

UWE BRAUN

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 15,000

JUDITH BEDORF

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 10,000

                                       10
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BAERBEL KAERGER

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 10,000

GUDRUN BOELKE

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 10,000

LARS BRANDAU

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 10,000

OLAF MAGERFLEISCH

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 10,000

MAREILIES FRANKLIN

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 5,000

UTE MAGERFLEISCH

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 5,000

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<PAGE>
ELKE SCHMITZ

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 5,000

ERICH THUM

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 5,000

DR. CHRISTINA UNTERBERGER

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 5,000

JAN HENNINGS

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 2,500

JOCHEN AND INGE MAGERFLEISCH

By _________________________________

Date _______________________________

By _________________________________

Date _______________________________

Nupro Shares Reconveyed: 2,500

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