"EXHIBIT 10.17"

                 SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE


     This Settlement Agreement and Mutual General Release (the "Agreement"),
dated January 29, 1998,  is made by and between Belin  Rawlings and Badal LLP, a
California Limited Liability  Partnership ("Belin Rawlings") on the one hand and
Numex Corporation,  a California Corporation and JACK I. SALZBERG, an individual
("Salzberg") on the other hand, with reference to the following:

     A.  Belin  Rawlings  provided  legal   representation  and  services  ("the
Representation") to Numex.

     B. On or about June 28, 1994 Numex executed a Promissory Note in favor
of Belin  Rawlings for fees due in  connection  with the  Representation  in the
principal amount of $175,000.00. The Promissory Note was guaranteed by Salzberg.

     C. On May 15, 1997 the American Arbitration Association, John H.
Brinsley,  Arbitrator, issued its Award of Arbitrator against Numex and Salzberg
and in favor of Belin  Rawlings in the total sum of  $208,777.66  plus costs and
interest. The Award was confirmed as a Judgment entered on July 24, 1997.

     D. The  parties  hereto now desire to put to rest all of their  differences
and disputes relating to these matters, as well as any potential
claims that may exist between them.

     NOW THEREFORE in consideration of the following convenants, promises
and conditions, the parties agree as follows:

     1. Concurrent with the execution of this Agreement, Numex or Salzberg shall
pay to Belin Rawlings the sum of One Hundred Fifteen Thousand Five Hundred Fifty
Dollars ($115,550.00).

     2. Belin Rawlings  shall provide Numex with a  Satisfaction  of Judgment in
favor of Numex and Salzberg.

     3. Belin Rawlings hereby completely  releases and forever  discharges Numex
and  Salzberg  and  each of  their  heirs,  successors,  predecessors,  assigns,
affiliates,  parents,  subsidiaries,  partners, officers, directors,  attorneys,
shareholders,  agents,  servants and employees from any and all claims, actions,
causes of action or demands,  claims,  debts,  expenses and attorney fees of any
kind or nature, in law or in equity, known or unknown, presently in existence or
which may arise in the future,  arising out of or in connection  with any claim,
cause,  act or  event  whatsoever  which  occurred  prior  to the  date  of this
Agreement,  including  but  not  limited  to  any  claim  arising  out  of or in
connection with the Representation, the Promissory Note or the Judgment.

     4. Numex and Salzberg hereby completely release and forever discharge Belin
Rawlings and each of its heirs, successors,  predecessors,  assigns, affiliates,
parents, subsidiaries,  partners officers, directors,  attorneys,  shareholders,
agents,  servants  and  employees  from any and all claims,  actions,  causes of
action or demands,  claims,  debts,  expenses and attorneys  fees of any kind or
nature, in law or in equity,  known or unknown,  presently in existence or which
may arise in the future,  arising out of or in connection with any claim, cause,
act or event  whatsoever  which  occurred  prior to the date of this  Agreement,
including but not limited to any claim arising out of or in connection  with the
Representation, the Promissory Note or the Judgment.

     5. The parties hereto each agree and acknowledge that this Agreement
constitutes a full,  complete,  fair and final mutual  release and settlement of
all claims and disputes between them,  known or unknown,  contingent or accrued,
that exist or may hereafter  exist between them. The parties hereto hereby waive
any and all rights which either may have under the provisions of Section 1542 of
the Civil Code, which section 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 know by him must have
                materially affected his settlement with the debtor."

     6. The parties hereto represent and warrant that each has secured
independent legal advise and consultation in connection with this Agreement, and
that  neither has relied upon any  representation  or  statement by the other in
executing this Agreement, other than those which are expressly made herein.

     7. This Agreement and all matters  relating to the validity,  construction,
interpretation,  enforcement  and effect of this Agreement  shall be governed by
the laws of the State of California.

     8. This  Agreement is intended to be performed in accordance  with and only
to  the  extent  permitted  by  all  applicable  laws,  ordinances,   rules  and
regulations.  If any provision of this Agreement or the  application  thereof to
any person or circumstance, shall for any reason and to any extent be invalid or
unenforceable,  the  remainder of this  Agreement  and the  application  to such
provision to the other persons or circumstances  shall not be affected  thereby,
but rather shall be enforced to the greatest extent permitted by law.

     9. This Agreement contains the entire understanding and Agreement
between the parties hereto, and it is expressly  understood and agreed that this
Agreement  may not be  altered,  amended or  otherwise  modified  in any respect
except by writing, duly executed by all parties hereto.

     10. The parties hereto agree that should this Agreement be breached,
the breaching party shall stay and hold harmless the nonbreaching party from any
and all claims,  costs and expenses,  including,  but not limited to, reasonable
attorneys fees incurred as a result of such breach.


BELIN RAWLINGS & BADAL LLP

/s/  CHIP RAWLINGS
By:  Chip Rawlings


NUMEX CORPORATION

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

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