SETTLEMENT  AGREEMENT  AND  RELEASE
                      -----------------------------------

     THIS  SETTLEMENT  AGREEMENT  AND  RELEASE (this "Agreement"), dated June 7,
2000,  is  made  by  and  among  AFFILIATED  RESOURCES  CORPORATION,  a Colorado
Corporation  ("AFFILIATED"),  and  MICHAEL  R. BRADLE, an Individual ("BRADLE").

                                  RECITALS
                                  --------

1.     A  dispute  has  arisen between BRADLE on the one hand, and AFFILIATED on
the  other
hand,  arising out of and related to employment provided by BRADLE to affiliated
entities  of  AFFILIATED  and  the  breach  of compensation and stock options by
AFFILIATED.

2.     The  parties  desire  finally  to  compromise,  settle  and discharge all
claims,
controversies,  demands,  actions  or  causes of action which BRADLE may have or
claim  to  have  against AFFILIATED, or any individuals or entities which are in
any  way  related  to  AFFILIATED.

                                AGREEMENT
                                ---------

     NOW,  THEREFORE, IN CONSIDERATION of the promises, covenants and agreements
herein  contained,  and  for  good  and  valuable consideration, the receipt and
sufficiency  of  which is hereby acknowledged by the parties, the parties hereto
agree  as  follows:

1.     AFFILIATED  shall  register  for  resale with the Securities and Exchange
Commission
One  Million  (1,000,000) shares of AFFILIATED'S common stock beneficially owned
by  BRADLE  (THE  "BRADLE  SHARES") .  AFFILIATED shall effect such registration
without  cost  to  BRADLE.  Such  registration  shall  be  effected on or before
______________,  2000.  Said  agreement  is for damages sustained by BRADLE as a
result of the actions of AFFILIATED and its employees.  Because BRADLE was to be
issued  free trading shares, his actual damage was $.40 per share as a result of
an  Employment  Agreement and Employee Stock Option Agreement both dated January
3,  2000  which  granted  options  at $.10 per share.  On May 3, 2000 AFFILIATED
reversed  the  option price since the board apparently did not have authority to
lower  the  option  price  from  $.50  to  $.10  per  share.  BRADLE  accepts an
additional  $.10  per  share  as  damages for various breaches of the Employment
Agreement  and  because  the  shares  could  not  be  exercised.

2.     BRADLE  hereby  resigns as President and Chief Operating Officer and as a
member
of  the  Board  of  Directors  of  AFFILIATED  effective  June  7,  2000, at the
conclusion  of  the  annual  meeting.

3.     AFFILIATED  shall  indemnify  and  save  harmless BRADLE,  his employees,
agents,
attorneys  and  heirs  from  all  suits,  actions,  losses,  damages,  claims or
liability  of any character, type or description, including without limiting the
generality  of the foregoing all expenses of litigation, court costs, attorney's
fees,  and  all  other  expenses  associated  therewith,  for  any  claim


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for  damages  or loss of any kind arising out of the Employment Agreement and/or
Employee  Stock  Option  Agreement,  both  dated  January  3,  2000.

4.     AFFILIATED  has  violated  the Employment Agreement dated January 3, 2000
and
referenced  above  in  that:  (a)  under  Section  5(b),  at  the closing of the
contract, BRADLE was entitled to receive $25,000.00 as a signing bonus for which
he  has  not  received;  (b)  under Section 5(c), BRADLE was entitled to receive
prompt  reimbursement  for all reasonable expenses, for which AFFILIATED has not
complied  with; (c) under Section 5(e), BRADLE was to receive a car allowance of
$500.00  per  month,  but  which AFFILIATED has not complied with; and (d) under
Section  5(f), BRADLE was to receive medical insurance, life insurance, officers
and  directors'  insurance,  for which AFFILIATED has not provided, thus placing
BRADLE  and  his  family  at  great  risk  and  continued  exposure.

5.     AFFILIATED has violated the Employee Stock Option Agreement dated January
3,
2000  and referenced above in that 800,000 shares were granted to BRADLE with an
option  price of $.10 per share, under the 1997 Incentive Stock Option Plan.  As
a  condition  of  employment, AFFILIATED'S Board of Directors passed a motion on
December  30,  1999  to  lower  the  option  to $.10.  BRADLE has been unable to
exercise  his  options  because  the  shares  are  not  registered, and the 1997
Incentive  Stock  Option  Plan  was  not  properly  registered.

6.     AFFILIATED  will  grant  BRADLE  200,000 option shares in compliance with
Section
5(g)(i)  of the Employment Agreement dated January 3, 2000 wherein BRADLE was to
receive  250,000  option  shares  upon  completion  of  the restructuring of the
company  and preparation of a preferred share offering.  BRADLE has successfully
completed  the  restructuring  and  designed  the  appropriate  preferred  share
offering  and  submitted all materials to the corporate securities counsel.  The
corporate securities counsel subsequently resigned and the company has failed to
make arrangements to finalize the actual preferred share documents.  BRADLE will
accept 200,000 option shares and relinquish any rights, title, claim or interest
to  the remaining 50,000 option shares.  BRADLE will also relinquish any rights,
title,  claim  or  interest  to  the  additional option shares listed on Section
5(g)(ii)  in  the  Employment  Agreement  dated  January  3,  2000.

7.     BRADLE  hereby  waives  any rights to recover all compensation due in the
time
limits  as  set  forth  in  Section  1(f)(iii) of the Employment Agreement dated
January  3,  2000.  AFFILIATED owes BRADLE the sum of Eighty-Three Thousand Nine
Hundred  Twenty-Six and 77/100 Dollars ($83,926.77) which consists of $25,000.00
sign on bonus, $2,616.67 car allowance, $51,917.81 accrued salary, and $4,392.29
expenses  accrued.

8.     In exchange for the releases and mutual promises contained herein, BRADLE
hereby


<PAGE>

irrevocably  and  unconditionally  releases,  acquits  and  forever  discharges
AFFILIATED, as well as all agents, officers, directors, shareholders, employees,
affiliates,  representatives,  insurance  carriers,  attorneys and successors of
AFFILIATED  and  all persons acting by, through, under or in concert with any of
them, and each of their respective heirs, successors, and assigns (collectively,
the  "Affiliated  Releasees")  WITH  EXCEPTION  TO VIRGINIA LAZAR, any or all of
them,  from  any  and  all charges, complaints, claims, liabilities, obligations
(including  without limitation any obligation of payment for services rendered),
promises,  agreements, controversies, damages, actions, causes of action, suits,
rights,  demands,  costs,  losses, debts and expenses (including attorney's fees
and  costs  actually  incurred)  of  any  nature  whatsoever,  known or unknown,
suspected  or  unsuspected, including, but not limited to, rights arising out of
alleged  violations  of  any contracts, express or implied, any covenant of good
faith and fair dealing, express or implied, or any tort including defamation, or
any  legal  restrictions  on  AFFILIATED'S  (or any of its affiliates') right to
terminate consultants (collectively, "Claim" or "Claims"), which BRADLE now has,
or  claims  to  have,  or which BRADLE at any time heretofore had, or claimed to
have, or which BRADLE at any time hereafter may have, own or hold against any of
the  AFFILIATED  Releasees,  WITH  EXCEPTION  VIRGINIA  LAZAR, including but not
limited  to  Claims  which  arise out of or related to BRADLE'S engagement as an
employee  of  AFFILIATED  and  its  affiliates.

9.     In  exchange  for  the  releases  and  mutual  promises contained herein,
AFFILIATED
hereby  irrevocably and unconditionally releases, acquits and forever discharges
BRADLE, as well as all agents, representatives, insurance carriers and attorneys
of  BRADLE  and  all persons acting by, through, under or in concert with any of
them, and each of their respective heirs, successors, and assigns (collectively,
the  "Bradle  Releasees"),  any  or  all  of  them,  from  any  and all charges,
complaints,  claims,  liabilities,  obligations,  promises,  agreements,
controversies,  damages,  actions,  causes  of  action,  suits, rights, demands,
costs,  losses, debts and expenses (including attorneys' fees and costs actually
incurred)  of any nature whatsoever, known or unknown, suspected or unsuspected,
including,  but  not limited to, rights arising out of alleged violations of nay
contracts,  express  or  implied,  any  covenant of good faith and fair dealing,
express  or  implied, or any tort including defamation (collectively, "Claim" or
"Claims"),  which  AFFILIATED now has, or claims to have, or which AFFILIATED at
any  time  heretofore  had,  or claimed to have, or which AFFILIATED at any time
hereafter  may  have, own or hold against any of the BRADLE Releasees, including
but  not  limited to Claims which arise out of or related to BRADLE'S engagement
as  a  consultant  to  AFFILIATED  and  its  affiliates.

10.     It  is  understood  and  agreed  that this is a full, complete and final
general  release  of
any  and  all  claims  described  herein, and that each of BRADLE and AFFILIATED
agrees  that such release shall apply to all unknown, unanticipated, unsuspected
and  undisclosed  claims,  demands, liabilities, actions or causes of action, in
law,  equity  or  otherwise,  as well as those which are now known, anticipated,
suspected  or  disclosed.

11.     AFFILIATED  and  BRADLE  will  each  respectively  bear their own costs,
expenses,  and
attorneys'  fees, whether taxable or otherwise, incurred in or arising out of or
in  any  way  related  to  the  action  and/or  the  matters  released  herein.

12.     It  is  understood and agreed that the promises in consideration of this
Agreement
shall  not  be  construed  to  be  an  admission  of any liability or obligation
whatsoever  by  any  party or released to any other party or to any other person
whomsoever.


<PAGE>

13.     AFFILIATED  and  BRADLE represent that they fully understand their right
to  discuss  all
aspects  of  this  Agreement  with  their  attorneys,  that  they  have  availed
themselves  of  this  right,  that  this Agreement was reached after substantial
negotiations,  that  they  have  carefully  reviewed
and  fully understood all of the provisions of this Agreement, and that they are
voluntarily  entering  into  this  Agreement.

14.     This  Agreement contains the entire agreement between the parties hereto
and
constitutes the complete, final and exclusive embodiment of their agreement with
respect  to  the  subject  matter  hereof.  The  terms  of  this  Agreement  are
contractual  and  not  a  mere  recital.

15.     This  Agreement  shall  bind  the  heirs,  personal  representatives,
successors  and
assigns  of  each  party,  and  inure to the benefit of each party and releasee,
their  or  its  agents,  directors,  officers,  employees, affiliates, servants,
successors  and  assigns.

16.     Each  of BRADLE and AFFILIATED hereby warrants and represents that he or
it  has  not
transferred  or  assigned  or  attempted to transfer or assign any of the claims
released  hereunder.

17.     This  Agreement  shall  be deemed to have been entered into and shall be
construed
and  enforced  in  accordance  with the laws of the State of Texas as applied to
contracts  made  to  be performed entirely within Texas.  The provisions of this
Agreement  are  severable,  and  if  any  of  its  provisions  are  found  to be
unenforceable,  the  remaining  provisions  shall  remain  fully  valid  and
enforceable.  Furthermore,  in  lieu  of  such illegal, invalid or unenforceable
provision,  there  shall  be  added  automatically  as  part of this Agreement a
provision  mutually agreeable to both parties hereto, and as similar in terms to
such  illegal,  invalid,  or  unenforceable  provision as may be possible and be
legal,  valid  and  enforceable.

18.     This  Agreement  may  be  executed  in any number of counterparts in the
acceptance
of any party to the terms hereof may be evidenced by the fax transmission of the
parties'  signature.

19.     If  any  action  or  proceeding  is  brought to interpret or enforce the
provisions  of  this
Agreement,  the  prevailing  party  or  parties  shall  recover his, her, or its
reasonable  attorneys'  fees  and  costs.

20.     Confidentiality.  BRADLE  and  AFFILIATED  and  their attorneys (and all
        ---------------
members  and
employees  of  their  law  firm)  agree  that they will not divulge, disclose or
communicate  to  any  person,  firm,  organization, or corporation in any manner
whatsoever,  directly or indirectly, orally or in writing, any information about
this  agreement  and  further  agree,  represent,  warrant  and state upon their
respective  oaths  that  they  shall  keep  strictly confidential and secret the
amount,  size  and  nature  of  the  consideration provided under the agreement;
except as may be required to be disclosed to our attorneys; and such disclosures
as  may  be  authorized  or  required  by  law or pursuant to valid court order.


<PAGE>

21.     Subsequent  to  the  execution  hereof,  the  parties  shall execute and
deliver  such
additional  documents  and  take  such  additional actions as any such party may
reasonably  deem  to  be practical and necessary or advisable in order to effect
and  consummate  the  transactions  contemplated  by  this  Agreement.


     IN  WITNESS  WHEREOF,  the  parties  have executed this Agreement as of the
dates  set  forth  below.


Dated:  June  7,  2000

                                           AFFILIATED  RESOURCES  CORPORATION


                                          By:___________________________________
                                          Peter  Vanucci,  Chairman  &  CEO


                                          ______________________________________
                                          MICHAEL  R.  BRADLE,  an  Individual