SETTLEMENT  AGREEMENT (the  "Agreement"),  dated as of September 30, 2003,
between Dominix, Inc., with an office located at 40 Marquette Drive,  Smithtown,
New York 11787 ("Dominix") and Tom A. Bibiyan residing at 6446 West 84th Street,
Los Angeles, Ca., 90045 ("TB") and James Morris residing at 426A Larchmont Acres
West, Larchmont,  New York 10538 ("JM") (hereinafter referred to as "TB"; JM and
TB, respectively,  collectively referred to as "Claimants",  individually each a
"Claimant").

                                   WITNESSETH

      WHEREAS,   TB  previously  entered  into  an  agreement  with  the  former
management of Dominix  pursuant to which he invested $10,000 in Dominix on March
9, 2001 through a Convertible  Debenture (the "TB Transaction") and alleges that
he was 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 TB, wishes
to settle the  claims  brought by TB with  regard to the TB  Transaction  on the
terms set forth herein and TB wishes to accept such terms of settlement; and

      WHEREAS,   JM  previously  entered  into  an  agreement  with  the  former
management  of  Dominix  pursuant  to which he  invested  $25,000  in Dominix on
February 23, 2001 through a Convertible  Debenture  (the "JM  Transaction")  and
alleges that he was 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 JM, wishes
to settle the  claims  brought by JM with  regard to the JM  Transaction  on the
terms set forth herein and JM wishes to accept such terms of settlement; and

      WHEREAS, Dominix has informed TB and JM 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 each
Claimant intending to be legally bound, agree as follows:

      1. Stock Issuance.  Within seven (7) business days after the effectiveness
of the  contemplated  reverse  split,  Dominix shall issue an aggregate of FIFTY
THOUSAND  (50,000)  shares  of its post  reverse  common  stock  (the  "Settling
Shares") to  Claimants,  the  proceeds  derived  from the sale of such  Settling
Shares  to be  distributed  to TB and JM,  in the  percentages  as set  forth on
Exhibit A hereto.  Such Settling Shares to be issued shall be with a restrictive
legend  but for  purposes  of the  holding  period  under  Rule  144  under  the
Securities Act of 1933, as amended,  Dominix acknowledges that the original date
of issuance for the  Settling  Shares shall be March 9, 2001 for TB and February
23,  2001 for JM.  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
but  shall  use its good  faith  best  efforts  to have  such  shares  delivered
expeditiously.  Said Settling Shares are to be accompanied by a Legal Opinion of
Counsel as to their  tradability  under Rule 144 (Annexed  hereto as Exhibit B),


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<PAGE>


inasmuch as the tacking  period that  applies is over one (1) year from the date
of issuance.  The Shares shall be deposited into an Escrow Account Solomon Smith
Barney  at 2330  West  Joppa  Road,  Suite  255,  Lutherville,  Maryland  21093,
attention Pete Christofferson (phone number 410-296-9200) for the benefit of the
Feingold & Kam Escrow Account Number 089-16535 Escrow Agents,  with instructions
that the Shares may be sold at a limit of TWENTY THOUSAND (20,000) per week, and
that the  instruction of BOTH Michael S. Krome,  Esq.,  attorney for Dominix and
Feingold and Kam,  attorney for Claimant's  must give any new  instructions  for
trades. A copy of the Instruction Letter is annexed hereto as Exhibit C.

      2. General Release. Each Claimant, their respective successors and assigns
and any  entity  controlled  or under  the  authority  of any  Claimant  and any
Claimant's  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 not  limited  to,  all  claims  arising  out of the TB
Transaction,  the JM  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.  Each Claimant  acknowledges and agrees 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 Claimant's. Each Claimant understands and
acknowledges  the  significance  and  consequences  of  this  release  and  this
Agreement.

      (a) Covenant Not to Sue. To the maximum extent permitted by law, Claimants
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 a Claimant's  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, Claimants 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 each Claimant  agree that they shall not
disclose,  divulge  or furnish  to any  person or entity  the  contents  of this
Agreement  or  the  circumstances  relating  to  the  TB  Transaction,   the  JM
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  Claimant's  may  disclose  such  information  to  their  attorney,
accountant  or as  required  by law,  and as related  to the  public  filings of
Dominix  with  the   Securities   and  Exchange   Commission   periodic   filing
requirements.


                                       2
<PAGE>


      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  acknowledges  that  they  have  been
represented by counsel of their choice in the  negotiation and execution of this
Agreement.

      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.



                     [Rest of Page Intentionally Left Blank]


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<PAGE>


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


                                             DOMINIX, INC.


                                             -------------------------------
                                             By:  Andrew J. Schenker
                                             Title: Sole Officer and Director



                                             -------------------------------
                                             Tom Bibyan


                                             -------------------------------
                                             James Morris



                                       4
<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )

      On this day of November,  2003,  personally appeared before me Tom Bibyan,
whose identity is personally  known to me and who by me duly sworn, did say that
he is the person named herein and that said document was signed by him.


[SEAL]


----------------------
NOTARY PUBLIC




STATE OF                   )
                           ) ss.:
COUNTY OF                  )

      On this day of November, 2003, personally appeared before me James Morris,
whose identity is personally  known to me and who by me duly sworn, did say that
he is the person named herein and that said document was signed by him.


[SEAL]


----------------------
NOTARY PUBLIC


                                       5
<PAGE>


Exhibit A.
Percentage of Disbursement of Shares Issued to Feingold and Kam as Escrow Agent.



Tom Bibyan                                  28.6%


James Morris                                71.4%




                                       6
<PAGE>


Exhibit B
Form of Legal Opinion


                             Michael S. Krome, Esq.
                                 Attorney-at-Law
                                  8 Teak Court
                           Lake Grove, New York 11755

Tel.:    (631) 737-8381
Fax:     (631) 737-8382
email:   mskrome@optonline.net

Ronald Krome
Legal Assistant

                                                                     May 4, 2004


Mr. Kevin Halter, Jr.
Securities Transfer Corp.
2591 Dallas Parkway
Suite 102
Frisco, Texas  75034

            RE:   DOMINIX, INC, (THE "COMPANY")

Dear Kevin:

      This office has been requested to render an opinion  regarding the removal
of the  restrictive  legend  from  Certificate  No.  ,  dated  November  , 2003,
representing 50,000 shares of common stock in the name of Feingold & Kam, Escrow
Agent, issued pursuant to a Settlement Agreement

      Pursuant to the Settlement Agreement, the shares are being issued pursuant
to actions  taken with  respect to the Company in or about March 2001,  and that
the holding period started as of that date, but the shares were not issued until
a later date.

      For purposes of this opinion, I have been furnished with and have examined
originals or copies,  certified or otherwise  identified to my satisfaction,  of
all such records of the Company, agreements and other instruments,  certificates
of officers and representatives of the Company, certificates of public officials
and other  documents as I have deemed it necessary to require as a basis for the
opinions hereafter expressed. As to questions of fact material to such opinions,
I have,  where relevant facts were not  independently  established,  relied upon
certifications  by principal  officers of the Company.  I have made such further
legal and actual  examination and investigation as I deem necessary for purposes
of rendering the following opinion.


                                       7
<PAGE>


      In my examination I have assumed the  genuineness of all  signatures,  the
legal  capacity  of  natural  persons,  the  correctness  of facts  set forth in
certificates,  the  authenticity of all documents  submitted to me as originals,
the  conformity  to  original  documents  of all  documents  submitted  to me as
certified or photostatic  copies,  and the authenticity of the originals of such
copies.  I have also assumed that such documents have each been duly authorized,
properly  executed and  delivered by each of the parties  thereto other than the
Company. I have also reviewed,  and assume for the purposes of this opinion, the
accuracy  of Rule 144  documents  and  representation  letters  provided  by the
Shareholder and the broker.

      It is the opinion of this Firm that the shares  listed herein were validly
issued,  that the  current  holder is a holder in due  course for value and with
recourse.

      I am a member of the bar of the State of New York.  My opinions  below are
limited to the laws of the State of New York, the General Corporation Law of the
State of Delaware and the federal  securities  laws of the United  States.  This
Opinion  is  limited  to use by  the  Company,  the  Company's  Transfer  Agent,
Shareholder  named above and the broker  involved in the  transaction  only.  No
other entity or individual  is entitled to rely upon this  opinion,  without the
written consent of this Office.

      Based on the  foregoing,  based upon  Section  c(1) of Rule 144, it is the
opinion of the Firm that said shares have met the  requirements of Rule 144, and
the  restrictive  legend  may be removed  from the shares and a new  certificate
issued without a new  certificate  issued without said legend to be sold as part
of a "Brokers Transaction."

      If you have any questions, please feel free to contact me.


                                                           Very truly yours,


                                                           Michael S. Krome



                                       8
<PAGE>



Exhibit C
Letter of Instruction for Escrow Account.


                                                                 November , 2003


Solomon Smith Barney
2330 West Joppa Road, Suite 255,
Lutherville, Maryland 21093

Attn.: Pete Christofferson

      Re:  Escrow   Account  of  Feingold  and  Kam  and  Settlement
      Agreement of September 24, 3003 by and Between Tom Bibyan, Jim
      Morris and Dominix, Inc. ("Dominix")

Dear Sir:

      Reference is made to the Settlement Agreement, as indicated above, and the
certain shares of common stock of Dominix  Group,  Inc.,  ("the  "Shares") to be
deposited  into the Escrow  Account of Feingold & Kam,  along with an opinion of
Counsel as the eligibility to sell the Shares under Rule 144.

      Please accept this Letter of  Instruction  as specific  instructions  with
respect to the sale of the Shares pursuant to Rule 144.

      Pursuant to the Settlement  Agreement,  Feingold and Kam, the Escrow Agent
may sell for the  benefit  of Tom  Bibyan  and Jim  Morris a  maximum  of TWENTY
THOUSAND  (20,000)  Shares  per week.  The funds  are to be  distributed  as per
instructions from the Escrow Agent.

      These  instructions shall remain in full force and effect, and pursuant to
the  Settlement  Agreement may only be modified with the signature of the Escrow
Agent form the firm of Feingold and Kam AND Michael S. Krome,  P.C. attorney for
Dominix, Inc.


                                       9
<PAGE>


         Executed by the Parties on this ____th day of November, 2003.


                                          DOMINIX, INC.


                                          --------------------------------------
                                          By:  Andrew J. Schenker
                                          Title: Sole Officer and Director


                                          --------------------------------------
                                          Tom Bibyan


                                          --------------------------------------
                                          James Morris


                                          --------------------------------------
                                          Feingold & Kam, Esq.
                                          Escrow Agent



                                          --------------------------------------
                                          Michael S. Krome, P.C.
                                          Attorney for Dominix, Inc.


                                       10