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                        LEADING-EDGE EARTH PRODUCTS, INC.

                                  JULY 31, 1998

EXHIBIT 99

                              SETTLEMENT AGREEMENT

        This Settlement Agreement ("Agreement") is entered into effective the
        latest date signed by LEEP and the Records (the "Effective Date") by and
        between the following parties:

        Tim Metz and his spouse, and their marital community (collectively
        "Metz" herein), residents of the State of Washington; and

        Leading Edge Earth Products, Inc. ("LEEP" herein), an Oregon
        corporation; and

        Grant Record and his spouse, and their marital community (collectively
        "Record" herein), formerly residents of the State of Washington and
        presently residents of the State of Idaho; and

        Phoenix ("Phoenix" herein), a British Virgin Island Corporation.

                                   BACKGROUND

A.  LEEP has a pending lawsuit filed against Metz in the King County Superior
    Court (Seattle Courthouse), Seattle, Washington (the "State Action" herein).

B.  Metz petitioned to remove the claims of the State Action to the U.S.
    District Court, Western District of Washington, Seattle, Washington, and
    Metz counterclaimed against LEEP and brought third-party claims against
    Record in the federal court pleadings (the "Federal Action" herein).

C.  The Federal Action has been stayed and certain counterclaims and third-party
    claims remain in the Federal Action, while other claims, counterclaims and
    third-party claims have been remanded to the State Action, which is
    presently stayed.

D.  Phoenix has asserted potential claims against Metz regarding stock in LEEP
    transferred to Phoenix by Metz, and Metz has asserted potential claims
    against Phoenix regarding some of the aforesaid shares of stock.

E.  Phoenix has asserted potential claims against LEEP and Record, and LEEP has
    asserted potential claims against Phoenix and Metz with respect to events
    occurring after the commencement of the State Action and the Federal Action.

F.  Metz has asserted potential claims against LEEP and Record with respect to
    events occurring after the commencement of the State Action and the Federal
    Action, but which are not presently asserted in either the pending State
    Action or Federal Action.

G.  All parties hereto are desirous of resolving their claims, known and
    unknown, against


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    each other through the date of execution of this Agreement, on the terms and
    conditions described herein.



NOW, THEREFORE, in consideration of the terms and conditions described herein
and for other good and valuable consideration,

                                  IT IS AGREED:

1.  NO ADMISSION. Nothing contained herein shall be deemed to admissions by any
    party of any other party's claims, counter-claims, third-party claims,
    cross-claims, or third-party counterclaims, or of any claims not included in
    the State or Federal Actions.

2.  PHOENIX NOT SUBJECT TO JURISDICTION IN THE UNITED STATES. Execution of this
    Agreement by Phoenix shall not be deemed to be consent by Phoenix to be
    subject to the jurisdiction of any courts in the United States. None of the
    terms and conditions contained herein shall cause or be deemed to cause
    Phoenix to be subject to the jurisdiction of any courts in the United
    States. The parties other than Phoenix agree that enforcement of this
    Agreement between them shall be pursuant to the arbitration and governing
    law provisions of Section 9(a)(1) and 9(b) below. The parties further agree
    that any claims that may arise from this Agreement between any of them and
    Phoenix shall be subject to the arbitration and governing law provisions of
    Section 9(b) below.

3.  MUTUAL RELEASES; DISMISSAL OF ACTIONS. Each of the Parties shall be
    considered a "Settling Party." The Settling Parties shall mutually release
    each other from any and all claims, causes of actions, damages, attorney
    fees, costs, expenses (collectively "Claims") through the date of execution
    of this Agreement, whether or not such Claims were asserted in the State or
    Federal Actions and whether or not the Claims are known or unknown. Upon
    full execution of this Agreement, Metz, LEEP and Record shall cause the
    State Action and the Federal Action each to be dismissed with prejudice,
    with each party to bear his, her, or its own costs and attorney fees.

4.  DISCHARGE OF NOTES. The parties hereby cancels and discharges any and all
    notes made by LEEP to Metz or Phoenix or their respective assigns, any and
    all notes made by Phoenix or Metz to LEEP or Record or their respective
    assigns, and any and all notes made by either Metz or Record to each other.
    This provision is not intended to and shall not cause the discharge of any
    notes between Metz and Phoenix, which shall be the subject of a separate
    confidential agreement between Metz and Phoenix.

5.  QUIT CLAIM BY METZ. Tim Metz hereby withdraws his Claims relating to the
    co-inventorship of certain inventions described in the patents or patent
    applications described in the State or Federal Actions (the "Inventions"
    herein). Metz further agrees that they hereby assign, quitclaim, convey,
    bargain and sell, and otherwise transfer (collectively "Quit Claims" herein)
    to LEEP and Record any right, title or interest Tim Metz may have in any of
    such Inventions. Metz agree to execute any additional documents reasonably
    necessary to evidence the Quit Claims.


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6.  TREATMENT OF PHOENIX STOCK AND LOCK-UP AND TRICKLE-OUT AGREEMENT.

    a.  LEEP hereby agrees that Certificate # 6025 (Beneficial Ownership Date
        12/30/94) for 90,000 shares of LEEP common stock shall be deemed to be
        fully paid as of February 1, 1996 (date Phoenix paid Tim Metz) and shall
        be considered Rule 144 shares. Phoenix or its assigns hereby agree to a
        1 year holding period starting 29 December 1998 on the sale of these
        shares into the US market. LEEP shall within five (5) business days
        following full execution of this Agreement provide PHOENIX with an
        acknowledgement that the aforesaid shares are fully paid for as of
        February 1, 1996. LEEP shall also promptly provide to Phoenix any other
        documents necessary to evidence this provision in a form reasonably
        satisfactory to Phoenix or its assigns. Phoenix or its assigns hereby
        agree to the terms of the "Lock-up and Trickle-out Agreement" attached
        hereto as Exhibit A, and shall deliver to LEEP executed copies of said
        Exhibit A with respect to these 90,000 Rule 144 shares.

    b.  Phoenix shall promptly deliver to LEEP 604,569 shares of LEEP Reg. "S"
        legend stock in exchange for 604,569 shares of Rule 144 legend stock.
        These shares are dated November 16, 1994, and were issued from the
        exercise of options by Phoenix on October 3, 1994. The certificate
        numbers for these shares held by Phoenix are 5215, 5216, 5217, 5218,
        5219, 5220, and 5221 (dated November 16, 1994). LEEP shall treat the
        exchanged Rule 144 shares as fully paid as of the "Effective Date". LEEP
        shall within five (5) business days following full execution of this
        Agreement provide PHOENIX with an acknowledgement that the aforesaid
        shares are fully paid for as of the Effective Date. Phoenix shall
        deliver to LEEP executed copies of Exhibit A, "Lock-up and Trickle-out
        Agreement", with respect to these 604,569 Rule 144 shares. Phoenix or
        its assigns hereby agree to a 1 year holding period on the sale of these
        shares into the US market. The one year holding period, per Rule 144,
        shall begin on the "Effective Date" of this agreement. LEEP shall also
        promptly provide to Phoenix any other documents necessary to evidence
        this provision in a form reasonably satisfactory to Phoenix or its
        assigns.

    c.  LEEP shall issue a "proof of payment in full" as of the "Effective Date"
        in a form acceptable to Phoenix, or its assigns, for certificate # 5673
        (Beneficial Ownership Date 1/25/95) for 80,000 shares of "Rule 144"
        legend LEEP common stock. Phoenix shall deliver to LEEP executed copies
        of Exhibit A, "Lock-up and Trickle-out Agreement", with respect to these
        80,000 Rule 144 shares. Phoenix or its assigns hereby agree to a 1 year
        holding period on the sale of these shares into the US market. The one
        year holding period, per Rule 144, shall begin on the "Effective Date"
        of this agreement. LEEP shall also promptly provide to Phoenix any other
        documents necessary to evidence this provision in a form reasonably
        satisfactory to Phoenix or its assigns.

    d.  LEEP shall immediately withdraw any stop transfer notices on any shares
        owned at any time by Phoenix or Metz.

7.  BANK INSLINGER DISPUTES. Phoenix shall resolve the disputes with Bank
    Inslinger and any assigns of Phoenix with respect to certain share transfers
    which were the subject of "stop transfer" notices issued by LEEP to its
    transfer agent. Phoenix shall hold harmless LEEP, Metz and Record from any
    and all claims that Bank Inslinger or any assigns of Phoenix may otherwise
    have against LEEP, Metz, and Record.

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8.  NO DISPARAGEMENT. The parties shall agree on a form of a statement which in
    essence pronounces that the parties have resolved their differences, that no
    party admits liability on any of the claims, and that each of the parties
    have nothing negative to say about any other party. Each of the parties
    agree not to defame or disparage any of the other parties.

9.  MISCELLANEOUS.

    a.  ARBITRATION.

        (1) U.S. SETTLING PARTIES. Metz, LEEP and Record agree that any disputes
            between them or arising out of this Agreement shall be resolved by
            binding arbitration in accordance with the Commercial Rules of the
            American Arbitration Association, except that instead of arbitrators
            chosen from the American Arbitration Association, the parties agree
            to select one arbitrator mutually agreed by them within 45 days
            after any party makes a demand for arbitration. Metz, LEEP and
            Record agree that the venue for any arbitration between them shall
            be in Seattle, Washington. The U.S. Settling Parties agree further
            that no party may seek to bar any arbitration on the basis that
            Phoenix is not and may not be a party to any such arbitration.

        (2) PHOENIX. Any dispute between any of the parties and Phoenix shall be
            resolved by binding arbitration through a mutually agreeable
            arbitration service. Such arbitration shall have one arbitrator
            only, and the place for any such arbitration shall be in the Road
            Town, Tortola, British Virgin Islands.

    b.  GOVERNING LAW. With respect any and all matters between any of the
        parties and Phoenix, this Agreement shall be governed by the laws of the
        British Virgin Islands. With respect to any and all matters between or
        among the U.S. Settling Parties, this Agreement shall be governed by the
        laws of the State of Washington.

    c.  ENTIRE AGREEMENT. This Agreement and the addition agreements described
        herein shall constitute the entire agreement among the parties herein
        and supersede and replace any oral or written agreements prior to the
        Effective Date. This Agreement may be amended only by a written
        instrument executed by all of the parties.

    d.  ATTORNEY REPRESENTATION. The law firms of Daniel D. Woo, P.S. ("Woo")
        and Foster Pepper (FP) have represented and represent only Metz and no
        other party to this Agreement. Frank W. Birkholz ("Birkholz") represents
        LEEP and Record and no other party to this Agreement. Phoenix has sought
        the counsel and advice of its own attorneys and does not rely on Woo, FP
        or Birkholz.

    e.  COUNTERPART ORIGINALS AND FACSIMILE SIGNATURES. This Agreement may be
        signed in counterpart originals. A copy of a facsimile signature of a
        party hereto shall be deemed to have the same authenticity and effect as
        an original signature.

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                                     AGREED:


                                  METZ PARTIES:


________________________________. Dated this ____ day of _______, 1998. Tim
Metz, on behalf of himself, his spouse and their marital community. Signed at
__________________________________.

________________________________. Dated this ____ day of _______, 1998. Mrs. Tim
Metz, on behalf of herself, her spouse, and their marital community. Signed at
________________________________.



                        LEADING EDGE EARTH PRODUCTS, INC.



________________________________. Dated this ____ day of _______, 1998. 
Name:
Title: 
Signed at __________________________________.


________________________________.  Dated  this ____ day of _______, 1998.
Attest:
Name:
Title:
Signed at __________________________________.



                                 RECORD PARTIES



________________________________. Dated this ____ day of _______, 1998. Grant
Record, on behalf of himself, his spouse, and their marital community. Signed at
__________________________________.

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________________________________. Dated this ____ day of _______, 1998. Mrs.
Grant Record, on behalf of herself, her spouse, and their marital community.
Signed at __________________________________.


                                     PHOENIX



________________________________.  Dated  this ____ day of _______, 1998.
Name:
Title:
Signed at __________________________________.



________________________________.  Dated  this ____ day of _______, 1998.
Attest:
Name:
Title:
Signed at __________________________________.



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                                    EXHIBIT A
                        LOCK-UP AND TRICKLE-OUT AGREEMENT



This Agreement applies only to the shares cited in paragraphs 6a, 6b, and 6c of
the attached "Settlement Agreement".

Phoenix, Metz or their assigns hereby agree to restrict their sale(s) of LEEP
stock, which is subject to this Agreement, to 5% of their total position per
quarter. Phoenix, Metz or their assigns understands this right is not
cumulative, i.e., if the full 5% permitted to be sold is not sold in a given
quarter, the seller can not accumulate and carry over the unsold portion to add
to another 5% increment for sale in a subsequent period.

Phoenix, Metz or their assigns hereby agree to advise LEEP's management each
time they wish to sell stock which is subject to this Agreement and to give LEEP
a 10 day window of opportunity to supply a buyer for increment (s) they wish to
sell. After the 10 day period, if LEEP has not supplied a buyer or buyers, then
Phoenix, Metz or their assigns shall have the right to sell the subject
increment of stock in the US market. Phoenix, Metz or their assigns agree not to
sell any shares into the US market at a price less than $0.03 higher than the
bid price on the day(s) the stock is sold.

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