"EXHIBIT 10.16"

                 SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS


     This Settlement Agreement and Release of All Claims is made on December 29,
1997 by and  between  JACOB  M.M.  GRAFF  ("Graff")  on the one hand  and  NUMEX
CORPORATION, a corporation,  JACK I. SALZBERG and ANNA S. SALZBERG (collectively
"Numex"), on the other hand, with reference to the following facts:

     A. Disputes and  differences  have arisen between Graff and Numex regarding
monies  lent by Graff  to  Numex  and the  execution  by  Numex of that  certain
Promissory Note dated December 31, 1994 ("the Note");

     B. Said  disputes and  differences  are  reflected in the action  entitled,
"Jacob M.M.  Graff,  etc.,  plaintiff,  vs.  Numex  Corporation,  etc.,  et al.,
defendants," Los Angeles Superior Court Case No. BC 172 944 ("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 Graff by check issued from the  client trust account
of  Richman,  Lawrence,  Mann,  Greene,  Chizever & Phillips, counsel for Numex,
the sum of $184,000.00,  receipt of which is hereby acknowledged,  Graff shall
deliver to Numex the original of the Note,  and Graff shall dismiss, with
prejudice, said Action.

     2.   Graff will take all steps and  actions  reasonably  necessary  to
arrange for and see to the return to Numex of any monies attached as a result
of the writ of attachment issued and served in said action, including, but not
limited to, providing to the appropriate enforcement agencies written
instructions to return any such funds to Numex.

     3.   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.

     4.   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.

     5.   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."

     6. 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.

     7. 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.

     8. 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.

     9. 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,  their  attorneys,  and/or  governmental
agencies),  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.

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

     11. 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.

     12. 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.

     13. 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.


"GRAFF"                                  /s/  JACOB M. M. GRAFF
                                              Jacob M.M. Graff


"NUMEX"                                  Numex Corporation, a corporation


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





                                                 /s/  JACK I. SALZBERG
                                                      Jack I. Salzberg


                                                /s/  ANNA S. SALZBERG
                                                     Anna S. Salzberg

APPROVED AS TO FORM AND CONTENT:

Law Offices of Leslie E. Chayo



By: /s/  LESLIE E. CHAYO
         Leslie E. Chayo
         Attorneys for Graff


Richman, Lawrence, Mann, Greene,
Chizever & Phillips


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