SETTLEMENT AGREEMENT AND GENERAL MUTUAL RELEASE

     This  Settlement  Agreement  and  General  Mutual  Release ("Agreement") is
entered  into  as of this 14th day of January, 2000, by and between JOHN PROULX,
an  individual  (hereinafter  referred  to  as "Proulx"), CENTURY RUBBER, LLC, a
California Limited Liability Company (hereinafter referred to as "Century"), and
INDUSTRIAL RUBBER INNOVATIONS, INC., a Florida corporation (hereinafter referred
to  as  the  "Company"  or  "IRI").  Each  of  Proulx, Century, and IRI shall be
referred  to  as  a  "Party"  and  collectively  as  the  "Parties").

                                 RECITALS

     A.     WHEREAS, a dispute exists between the Parties regarding (i) Proulx's
continued  employment  by  IRI,  (ii) his position as an officer and director of
IRI,  (iii)  his  position  as  a  member  and  manager  of  Century,  and (iii)
compensation  and  other consideration due and owing between IRI and Proulx (the
"Dispute").

     B.     The  Parties  desire,  pursuant  to  the terms of this Agreement, to
settle  the  Dispute  and  all  disputes  between  Proulx and the other Parties.

     NOW,  THEREFORE,  for good and adequate consideration, the receipt of which
is hereby acknowledged, without admitting or denying any wrongdoing by any Party
hereto,  the  Parties  covenant,  promise  and  agree  as  follows:

                                AGREEMENT

1.     Obligations of Proulx.  As a material term of this Agreement, Proulx
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agrees  to  the  following:

A.     Delivery  of  Stock.  Proulx  hereby agrees to return to the Company, for
cancellation,  an  aggregate  of  760,000  shares  of  common  stock of IRI (the
"Shares"),  issued  in  the  name  of  Proulx  and  others, along with medallion
guaranteed  stock  powers  sufficient  to  transfer  ownership  and title to the
Shares.

B.     Deliver  of  Warrants.  Proulx  hereby  agrees  to return to the Company,
along  with  a  written  cancellation  attached  thereto, warrants to acquire an
aggregate  of  400,000 shares of common stock of IRI (the "Warrants"), issued in
the  name  of  Proulx  and  others.

C.     Resignation  from  Century.  As  evidenced  by  his  signature hereunder,
Proulx hereby resigns, cancels, forfeits, and terminates any interest he may now
have or had in the past as an employee, owner, member and/or manager of Century.


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D.     Release.  Proulx  hereby  forever  releases  and discharges IRI, Century,
David H. Foran, Benny Hun, Steven Tieu, Nancy Sheo, Brian A. Lebrecht, Esq., MRC
Legal  Services  Corporation  dba  Cutler  Law  Group,  and  each of them, their
affiliates, divisions, predecessors, successors and assigns, and each and all of
their  present and former agents, officers, directors, attorneys, and employees,
from  and  against  any  and  all  claims,  agreements,  contracts,  covenants,
representations, obligations, losses, liabilities, demands and causes of action,
known  or  unknown,  which  Proulx  may  now  or hereafter have or claim to have
against them, arising out of or pertaining to the subject matter of the Dispute.
Proulx  further  covenants and agrees, except as set forth in this Agreement, to
release  the Parties hereto, and each of them, from any and all obligations with
respect  to salary, severance, benefits, indebtedness to or from the Parties and
each  of  them, and any and all other obligations which may now or in the future
be  owed  to  Proulx.  This  release  of claims and defenses shall not alter the
prospective  duties  between  the  parties  under  this  Agreement.

2.     Obligations  of  IRI  and  Century.
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A.     Obligations  of  IRI.

(i)     Upon  execution  of  this Agreement, IRI shall deliver to Proulx, or his
assigns,  the  sum  of  ten  thousand  dollars  (US$10,000).

(ii)     Beginning  on  June  1, 2000, and continuing on the first of each month
for  a  period of five (5) months thereafter, IRI shall cause to be delivered to
Proulx 10,000 of the Shares until he has received an aggregate of 50,000 shares.

(iii)     IRI  will  use  its  best efforts to have Proulx removed as a personal
guarantor  on  the  lease  of  the  premises  located  at  6801  McDivitt Drive,
Bakersfield,  CA.  IRI  will give notice to the property management company that
copies of all correspondence to the Company shall be sent to Proulx and Brian A.
Lebrecht,  Esq.


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C.     Obligations  of  IRI  and Century.  IRI and Century, and each of them and
their  officers,  directors,  shareholders,  members,  managers,  employees,
attorneys,  associates,  affiliates  and  assigns,  hereby  forever  release and
discharge  Proulx,  his  affiliates,  divisions,  predecessors,  successors  and
assigns, and each and all of his present and former agents, officers, directors,
attorneys,  and  employees,  from  and  against  any and all claims, agreements,
contracts, covenants, representations, obligations, losses, liabilities, demands
and  causes  of  action,  known  or  unknown,  which  IRI and Century may now or
hereafter  have  or claim to have against Proulx arising out of or pertaining to
the  subject  matter  of the Dispute.  This release of claims and defenses shall
not  alter  the  prospective  duties  between  the parties under this Agreement.

4.     Scope  of  Release.  Each  Party  acknowledges  and agrees that this
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Agreement  applies to all claims that any Party may have against the other Party
relating  to  the  subject matter of the Dispute, including, but not limited to,
causes  of  action, injuries, damages, claims for costs or losses to any Party's
person  and  property,  real  or  personal,  whether those injuries, damages, or
losses  are  known or unknown, foreseen or unforseen, or patent or latent.  This
Agreement  is  not  intended  to,  nor  shall  it, alter or modify any rights or
obligations  of  the  Parties under any other agreements not mentioned herein to
which  the  Parties  may  be  a  party.

5.     Section  1542  Release.  It  is understood and agreed by Proulx, IRI
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and  Century,  and each of them, that all rights under Section 1542 of the Civil
Code  of  California,  which  provides  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."

are  hereby  expressly waived.  Each of Proulx, IRI and Century acknowledges and
agrees that each understands the consequences of a waiver of Section 1542 of the
California  Civil Code and assumes full responsibility for any and all injuries,
damages,  losses  or liabilities that may hereinafter arise out of or be related
to  matters released hereunder.  Each of Proulx, IRI and Century understands and
acknowledges  that  the  significance  and consequence of this waiver of Section
1542  of  the  Civil  Code  is  that even if such party should eventually suffer
additional  damages arising out of the Dispute, he will not be permitted to make
any  claim  for  those  damages.  Furthermore,  each  of Proulx, IRI and Century
acknowledges  that  they intend these consequences even as to claims for damages
that  may  exist  as  of  the  date of this Agreement but which they do not know
exists,  and  which, if known, would materially affect their decision to execute
this  Agreement,  regardless of whether their lack of knowledge is the result of
ignorance,  oversight,  error,  negligence,  or  any  other  cause.

6.     Confidentiality.  Each  Party  hereto  will  hold and will cause its
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consultants  and  advisors  to  hold  in  strict confidence, unless compelled to
disclose  by  judicial  or  administrative  process  or,  in  the opinion of its
counsel,  by other requirements of law, all documents and information concerning
any  other  Party  furnished  it  by  such other Party or its representatives in
connection  with  the  subject  matter of the Dispute (except to the extent that
such  information can be shown to have been (i) previously known by the Party to
which  it  was  furnished,  (ii)  in  the public domain through no fault of such
Party, or (iii) later lawfully acquired from other sources by the Party to which
it  was furnished), and each Party will not release or disclose such information
to any other person, except its auditors, attorneys, financial advisors, bankers
and  other  consultants  and  advisors  in connection with this Agreement.  Each
Party  shall  be  deemed  to  have satisfied its obligation to hold confidential
information  concerning  or supplied by the other Party if it exercises the same
care  as  it  takes to preserve confidentiality for its own similar information.


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7.     No Representations.  Each Party acknowledges and represents that, in
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executing  this  Agreement,  such  Party  has  not  relied  on  any inducements,
promises,  or  representations  made  by  any Party or any party representing or
serving  such  Party,  unless  expressly  set  forth  herein.

8.     Disputed  Claim.  This  Agreement  pertains  to a disputed claim and
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does  not  constitute  an  admission  of liability by any Party for any purpose.

9.     Covenant  Re:  Assignment.  The  Parties  hereto,  and each of them,
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represent  and  warrant  to each other that each is the sole and lawful owner of
all  right, title and interest in and to every claim and other matter which each
purports  to  release  herein,  and  that  they  have not heretofore assigned or
transferred,  or  purported  to  assign  or  transfer,  to  any  person,  firm,
association,  corporation  or  other entity, any right, title or interest in any
such  claim  or  other matter.   In the event that such representation is false,
and  any  such  claim or matter is asserted against any Party hereto (and/or the
successor  of  such  Party)  by  any  Party  or  entity  who  is the assignee or
transferee  of  such  claim  or  matter  shall  fully indemnify, defend and hold
harmless  the  Party  against  who  such  claim  or  matter is asserted (and its
successors)  from  and  against  such claim or matter and from all actual costs,
fees,  expenses,  liabilities,  and  damages  which  that  Party  (and/or  its
successors)  incurs  as  a  result  of  the  assertion  of such claim or matter.

10.     Survival  of  Warranties.  The  representations  and  warranties
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contained  in  this Agreement are deemed to and do survive the execution hereof.

11.     Modifications.  This  Agreement  may  not  be  amended,  canceled,
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revoked  or  otherwise modified except by written agreement subscribed by all of
the  Parties  to  be  charged  with  such  modification.

12.     Agreement  Binding  on Successors.  This Agreement shall be binding
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upon  and  shall inure to the benefit of the Parties hereto and their respective
partners,  employees,  agents,  servants,  heirs,  administrators,  executors,
successors,  representatives  and  assigns.

13.     Attorney's  Fees.  All  Parties hereto agree to pay their own costs
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and  attorneys'  fees  except  as  follows:

     (a)     In  the event of any action, suit or other proceeding instituted to
remedy, prevent or obtain relief from a breach of this Agreement, arising out of
a  breach  of  this Agreement, involving claims within the scope of the releases
contained in this Agreement, or pertaining to a declaration of rights under this
Agreement,  the  prevailing  Party  shall recover all of such Party's attorneys'
fees and costs incurred in each and every such action, suit or other proceeding,
including  any  and  all  appeals  or  petitions  therefrom.

     (b)     As  used  herein,  attorneys' fees shall be deemed to mean the full
and actual costs of any legal services actually performed in connection with the
Dispute  involved,  calculated  on  the  basis  of  the usual fee charged by the
attorneys  performing  such  services.


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14.     Choice of Law; Venue.  This Agreement and the rights of the parties
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hereunder  shall be governed by and construed in accordance with the laws of the
State  of  California,  including  all  matters  of  construction,  validity,
performance,  and  enforcement  and  without  giving effect to the principles of
conflict of laws.  Any cause of action brought in connection with this Agreement
shall  be  brought  in  Kern  County,  in  the  State  of  California.

15.     Terms  &  Conditions.     The Parties agree and stipulate that each
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and  every  term and condition contained in this Agreement is material, and that
each and every term and condition may be reasonably accomplished within the time
limitations,  and  in  the  manner  set  forth  in  this  Agreement.

16.     Time  is of the Essence.  The Parties agree and stipulate that time
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is  of the essence with respect to compliance with each and every item set forth
in  this  Agreement.

17.     Entire  Agreement.  This  Agreement  and  the  Escrow Agreement set
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forth  the  entire  agreement  and  understanding  of  the  Parties  hereto  and
supersedes any and all prior agreements, arrangements and understandings related
to  the subject matter hereof.  No understanding, promise, inducement, statement
of  intention, representation, warranty, covenant or condition, written or oral,
express  or implied, whether by statute or otherwise, has been made by any party
hereto  which  is  not  embodied  in  this  Agreement or the written statements,
certificates, or other documents delivered pursuant hereto or in connection with
the  transactions  contemplated hereby, and no Party hereto shall be bound by or
liable  for  any  alleged  understanding,  promise,  inducement,  statement,
representation,  warranty,  covenant  or  condition  not  so  set  forth.

18.     Counterparts.  This  Agreement  may  be  executed  in  one  or more
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counterparts,  each  of  which when executed and delivered shall be an original,
and  all  of  which  when executed shall constitute one and the same instrument.


<PAGE>
     IN  WITNESS  WHEREOF,  the  Parties  hereto,  agreeing  to be bound hereby,
execute  this  Agreement  upon  the  date  first  set  forth  above.


INDUSTRIAL  RUBBER  INNOVATIONS,  INC.,  a
Florida  corporation

/s/ David H. Foran                           Steven Tieu
___________________________________         ____________________________________
By:     David  H.  Foran                    Steven  Tieu, Director of Industrial
                                            Rubber  Innvoations,  Inc.
Its: Acting  President  and  Director



CENTURY  RUBBER,  LLC,  a
California  Limited  Liability  Company

/s/ David H. Foran
__________________________________
By:     David  H.  Foran
Its:     Manager


/s/ John Prouolx
__________________________________
John  Proulx,  an  individual