SETTLEMENT  AGREEMENT  (the  "Agreement"),  with an  effective  date as of
September 30, 2003, Dominix,  Inc. with an office located at 40 Marquette Drive,
Smithtown,  New York 11787 ("Dominix") and Salvatore Cerruto residing at 7 Blake
Avenue, Clinton,  Connecticut 06413 ("SC") and Audra Cerruto residing at 7 Blake
Avenue,   Clinton,   Connecticut   06413  ("AC";  SC  and  AC  collectively  the
"Investors").

                                   WITNESSETH

      WHEREAS,  the  Investors  previously  entered into an  agreement  with the
former  management  of Dominix  pursuant to which them invested  collectively  a
total of $22,000 in Dominix on January 25, 2001 through a Convertible  Debenture
(the  "Transaction")  and alleges  that they are  entitled to  repayment of said
investment and/or equity from Dominix in connection therewith; and

      WHEREAS,  Dominix  without  agreeing  to or  denying  the  claims  of  the
Investors,  wishes to settle the claims  brought by the Investors with regard to
the  Transaction  on the terms set forth herein and the Investors wish to accept
such terms of settlement; and

      WHEREAS,  Dominix has informed the Investors  that it is  contemplating  a
reverse  stock-split of its common stock of between  approximately  1-for-150 to
1-for-200 (the "Reverse  Split") which it anticipates  effecting  within 90 days
from the date thereof.

      NOW,  THEREFORE,  for good and  valuable  consideration,  Dominix  and the
Investors intending to be legally bound, agree as follows:

      1. Stock Issuance.  Within seven (7) business days following the effective
date of the Reverse Split,  Dominix shall issue an aggregate of 24,000 shares of
common  stock of  Dominix to the  Investors  in full  settlement  of any and all
obligations  owed  by  Dominix  to  the  Investors  (the  "Settlement  Shares"),
including any and all claims  arising under the  Transaction.  Such shares to be
issued shall be with a restrictive legend but for purposes of the holding period
pursuant  to Rule 144 under the  Securities  Act of 1933,  as  amended,  Dominix
acknowledges  that the  original  date of issuance  shall be January  25,  2001.
Dominix  shall  not be in  breach  of  this  Agreement  if the  issuance  of the
restricted  common stock is delayed because of the failure of the transfer agent
to promptly process the issuance of such restricted common stock.

      2. General Release.  Upon delivery of the Settlement  Shares,  each of the
Investors,  their, successors and assigns and any entity controlled or under the
authority  of  the  Investors  and  the  Investors'  immediate  family  members,
dependents,    personal    representatives,    heirs,   creditors,    executors,
administrators,  successors,  assigns or counsel  do hereby  fully and  forever,
release waive and discharge  Dominix,  its  officers,  directors,  shareholders,
agents, attorneys, and employees,  affiliates,  and subsidiaries,  whether past,
present,  or future (the "Released  Parties")  from any and all actions,  suits,
debts,  demands,  damages,  claims,  judgments,  or  liabilities  of any nature,
including costs and attorneys' fees,  whether known or unknown,  including,  but


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not limited to, all claims arising out of the  Transaction,  breach of contract;
impairment of economic opportunity;  or any claim under common-law or at equity;
any tort or claims for reimbursements or commissions.  The Investors acknowledge
and agree that this  general  release and the  covenant  not to sue set forth in
this Section 2 are  essential  and material  terms of this  Agreement  and that,
without  such  release and  covenant  not to sue, no  agreement  would have been
reached by the parties and no stock would be issued by Dominix to the Investors.
The Investors  understand and acknowledge the  significance  and consequences of
this release and this Agreement.

      (a)  Covenant  Not to Sue. To the maximum  extent  permitted  by law,  the
Investors  covenant  not to sue or to institute  or cause to be  instituted  any
action  in any  federal,  state,  or local  agency or court  against  any of the
Released  Parties,  including  but not limited to any of the claims  released in
paragraph  2 of this  Agreement.  In the event of the  Investors'  breach of the
terms of this  Agreement,  without  prejudice  to  Dominix's  other  rights  and
remedies  available  at law or in  equity,  except  as  prohibited  by law,  the
Investors  shall be  liable  for all  costs  and  expenses  (including,  without
limitation,  reasonable  attorney's fees and legal expenses)  incurred by any of
the Released Parties.

      (b)  Non-Disclosure.  Dominix and the Investors  agree that they shall not
disclose,  divulge  or furnish  to any  person or entity  the  contents  of this
Agreement or the  circumstances  relating to Transaction,  except as required by
law, or pursuant to valid  subpoena,  discovery  notice,  demand or request,  or
Court order or process,  provided,  however,  that Dominix and the Investors may
disclose such information to their attorney, accountant or as required by law.

      3. Governing Law. This  Agreement  shall be interpreted  under the laws of
the State of New York. In the event of litigation arising out of this Agreement,
the parties  hereto  consent to the  personal  jurisdiction  of the State of New
York, County of New York.

      4. Binding  Agreement.  This  Agreement  represents  the entire  agreement
between  the   parties   and   supercedes   all  prior   agreements,   promises,
understandings,  letters of  intent,  covenants,  arrangements,  communications,
representations or warranties,  whether oral or written,  by any party hereto or
by any related or unrelated third party. All exhibits  attached hereto,  and all
certificates,  documents  and other  instruments  delivered  or to be  delivered
pursuant to the terms hereof are hereby expressly made a part of this Agreement,
and all references herein to the terms "this Agreement",  "hereunder", "herein",
"hereby" or "hereto"  shall be deemed to refer to this Agreement and to all such
writings.

      5.  Successors  and Assigns.  As used herein the term "the parties"  shall
include their respective successors in interest, licensees or assigns.

      6.  Execution.  Each  person  who  signs  this  Agreement  on  behalf of a
corporate entity represents and warrants that he has full and complete authority
to execute this  Agreement  on behalf of such entity.  Each party shall bear the
fees and expenses of its counsel and its own  out-of-pocket  costs in connection
with this Agreement.  7. Counsel. Each of the parties acknowledge that they have
been  represented by counsel of their choice in the negotiation and execution of
this Agreement.


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<PAGE>


      8. Captions.  The captions appearing in this Agreement are for convenience
only, and shall have no effect on the  construction  or  interpretation  of this
Agreement.

      9.  Non-Disparagement.  Each party mutually  agrees to refrain from making
public or  private  comments  or taking  any  actions  which  disparage,  or are
disparaging,  derogatory or negative statements about the other, the business of
any party or the products, policies or decisions of any party, or any present or
former  offices,  directors or  employees  of any party or any of its  operating
divisions,  subsidiaries  or affiliates.  Further,  each party agrees to conduct
themselves  at all times in the future in a manner  respectful  of each  other's
rights and privileges and to refrain from engaging in any actions detrimental to
the other's personal and professional welfare.

      IN WITNESS  WHEREOF,  Dominix and the Investors have made and entered into
this Settlement Agreement as of the first date set forth above.


                                              DOMINIX, INC.


                                              -------------------------------
                                              By:  Andrew J. Schenker
                                              Title: President


                                              SALVATORE CERRUTO


                                              -------------------------------


                                              AUDRA CERRUTO


                                              -------------------------------



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