"EXHIBIT 10.18"


                 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS


     This Settlement Agreement and Release of All Claims is made on February
5, 1998 by and between  BARNES  MORRIS WOLF P.C.  ("Barnes") on the one hand and
NUMEX CORPORATION,  a corporation and JACK SALZBERG  (collectively  "Numex"), on
the other hand, with reference to the following facts:

     A. Disputes and differences  have arisen between Barnes and Numex regarding
legal services rendered by Barnes for the benefit of Numex;

     B. Said  disputes and  differences  are  reflected in the action  entitled,
"Barnes  Morris Wolf,  P.C.,  plaintiff,  vs. Numex  Corporation,  etc., et al.,
defendants," Los Angeles Municipal Court Case No. 97C01978 ("said action"); and

     C. The  parties  hereto  have  agreed to settle and  compromise  all of the
claims,  disputes and differences between them,  including,  without limitation,
those alleged in said action, and to dismiss, with prejudice, said action.

     NOW, THEREFORE, in consideration of the covenants,  conditions and releases
hereinafter set forth, the parties hereto agree as follows:

     1. Upon the  execution  of this  Settlement  Agreement  and  Release of All
Claims,  Numex  shall pay to Barnes  the sum of  $8,500.00,  receipt of which is
hereby acknowledged, and Barnes shall dismiss, with prejudice, said action.

     2. Except as expressly set forth herein,  each of the parties hereto hereby
releases  the other  parties  hereto  from any and all sums of money,  accounts,
actions, suits,  proceedings,  claims, damages and demands of whatsoever kind or
nature which either of them at any time had or has up to the date hereof against
the other of them for or by reason of or in respect of any act,  cause,  matter,
or things.

     3. The parties  hereto  represent and warrant that they have not heretofore
assigned,  transferred,  purported to assign or transfer to any person,  firm or
corporation any matter herein released by them.

     4. With respect to the release as contained  herein,  it is acknowledged by
the  parties  hereto,  and each of them,  that they have  been  informed  of the
provisions of Section 1542 of the Civil Code of the State of California,  and do
hereby expressly waive and relinquish all rights and benefits which they have or
may have under said Section, which reads as follows:

          "A general  release  does not extend to claims which
           the creditor does not know or suspect to exist in his favor at
           the time of executing the release,  which if known by him must
           have materially affected his settlement with the debtor."

     5. Execution of this  Settlement  Agreement and Release of All Claims shall
not be construed to be an admission of liability and/or  wrongdoing by any party
hereto.

     6. The  parties  hereto  affirmatively  represent  that they have read this
Settlement  Agreement  and Release of All Claims and  understand  the terms used
herein and the consequences thereof.

     7. This Settlement  Agreement and Release of All Claims has been negotiated
between the parties hereto and has been prepared in accordance  with their joint
instructions.  To the extent that there is any uncertainty or ambiguity  herein,
neither  party  hereto  shall be deemed to have  caused it within the meaning of
Section 1654 of the California Civil Code.

     8. The terms and conditions of this Settlement Agreement and Release of All
Claims,  including all of the provisions  hereof and the sum provided for herein
to be paid, are, shall be and shall remain strictly confidential,  are not to be
disclosed to anyone  (other than members of the  immediate  families of, and the
accountants  for,  the  parties  hereto),  and no party  hereto,  including  his
attorneys,   representatives   and   agents,   shall  make  any   statement   or
representation  whatsoever relating thereto to any other person or entity except
pursuant to an order of a court of competent jurisdiction.

     9. This  Settlement  Agreement and Release of All Claims shall be construed
under and be deemed governed by the laws of the State of California.

     10. This Settlement  Agreement and Release of All Claims shall inure to the
benefit of and be binding upon the heirs,
successors, administrators, executors and assigns of the parties hereto.

     11. This  Settlement  Agreement and Release of All Claims  constitutes  the
entire  agreement  between the parties hereto and supersedes all oral or written
agreements made and entered into between said parties prior to the date hereof.

     12. In the event an action is instituted  by either of the parties  hereto,
which action arises out of or pertains to this Settlement  Agreement and Release
of All Claims,  the  prevailing  party shall be entitled to recover a reasonable
sum or sums as and for attorneys' fees for prosecuting or defending such action.

     IN WITNESS  WHEREOF,  the parties  hereto  have  executed  this  Settlement
Agreement and Release of All Claims on the date first above written.


"Barnes"                                   BARNES MORRIS WOLF, P.C.


                                           By:   /s/  MICHAEL BARNES
                                                      Michael Barnes, President


"Numex"                                    NUMEX CORPORATION, a corporation


                                           By:   /s/  JACK I. SALZBERG
                                                      Jack Salzberg, President


                                                /s/  JACK I. SALZBERG
                                                     Jack Salzberg, Individual


APPROVED AS TO FORM AND CONTENT:



By: /s/  DAVID WALL
         David Wall
         Attorneys for Barnes


Richman, Lawrence, Mann,
Chizever & Phillips


By: /s/  JERRY S. PHILLIPS
         Jerry S. Phillips
         Attorneys for Numex