SETTLEMENT AGREEMENT

     SETTLEMENT AGREEMENT ("AGREEMENT") dated as of July 17, 1998, between BRUCE
W. ANDERSON  ("ANDERSON") and IMPERIAL WORLD,  INC.  ("IMPERIAL  WORLD") and IWI
HOLDING LIMITED ("IWI") (collectively "the COMPANIES").

     WHEREAS,  ANDERSON  has been  employed  by  IMPERIAL  WORLD a  wholly-owned
subsidiary of IWI, since July 1, 1996, under the terms of an employment contract
which is effective until June 30, 2001 (the "EMPLOYMENT CONTRACT"); and

     WHEREAS,  the  COMPANIES  and  ANDERSON  wish to terminate  the  EMPLOYMENT
CONTRACT effective July 17, 1998; and

     WHEREAS, the COMPANIES and ANDERSON desire to effectuate a final settlement
and  compromise  of all matters that are or could be in  controversy,  and which
directly  or  indirectly  relate  to  or  arise  out  of  ANDERSON'S  employment
relationship with the COMPANIES;

     NOW THEREFORE, in consideration of the mutual covenants and promises herein
contained, ANDERSON and the COMPANIES agree as follows:

1.   Termination. The parties hereby terminate the EMPLOYMENT CONTRACT effective
     at 3:00 p.m. Central Standard Time, July 17, 1998.

2.   Fees And Compensation.  Coincident with the execution of this AGREEMENT and
     in consideration for the termination of the EMPLOYMENT  CONTRACT,  ANDERSON
     will receive the following:


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     Salary through July 17, 1998 less applicable withholding and payroll taxes.

     Severance in the amount of NINETY-FIVE  THOUSAND DOLLARS and NO/100 DOLLARS
     ($95,000)  and  consulting  fees in the  amount  of ONE  HUNDRED  and FIFTY
     THOUSAND and NO/100 DOLLARS  ($150,000) in return for rendered  services as
     needed  between  July 20, 1998 and December 31, 1998 to be paid as outlined
     in Exhibit A. If any payment is not received by ANDERSON in accordance with
     Exhibit A, the entire balance will be immediately due in full.

     July's car  allowance  in the  amount of ONE  THOUSAND  and NO/100  DOLLARS
     ($1000).

     ONE THOUSAND NINE HUNDRED and EIGHTY SIX and 21/100 DOLLARS  ($1,986.21) in
     expenses submitted and not reimbursed.

     Any expenses incurred on behalf of the COMPANIES through July 17, 1998 that
     must be submitted by August 31, 1998.

     Matching   contributions  to  ANDERSON's  401K  account  based  on  elected
     contributions made by ANDERSON from the severance as stated in paragraph 2.
     The details is shown in Exhibit A.

     Title to the DELL  Latitude LM laptop  computer in  ANDERSON'S  possession,
     which  the  parties  agree has a fair  market  value of ONE  THOUSAND  FIVE
     HUNDRED and NO/100 DOLLARS ($1,500.00).

3.   Consulting Agreement. ANDERSON hereby agrees to provide consulting services
     for up to 40 hours as  requested  by the  COMPANIES  from July 20,  1998 to
     December 31,  1998.  ANDERSON  will be  available by telephone  and able to
     attend meetings as necessary.  The COMPANIES recognize that ANDERSON may be
     involved  in other  activities  that might limit  participation  at certain
     times.  Fees  as  specified  in  paragraph  2 and  Exhibit  A  will  be due
     regardless of the time spent or scope of the consulting  service  provided.
     The COMPANIES will  reimburse  ANDERSON his  reasonable  out-of-pocket  AND
     TRAVEL EXPENSES.


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4.   Indemnification.  The  COMPANIES  shall  indemnify  ANDERSON  and  hold him
     harmless against any and all damages, expenses and attorney's fees relating
     to any Claim (as hereinafter  defined).  As used herein,  "Claim" means any
     threatened,  pending or completed  action,  suit,  proceeding,  alternative
     dispute  resolution  mechanism,  inquiry,  hearing or  investigation  by or
     concerning the COMPANIES,  any of their subsidiaries or affiliates,  or any
     other officer,  director,  employee or agent, including ANDERSON.  ANDERSON
     agrees to cooperate and testify, if required,  in litigation  involving the
     COMPANIES,  as he may be reasonably  requested,  and the COMPANIES will pay
     ANDERSON  a per diem rate  equal to the  greater of $500 or 25% of his then
     current  weekly  salary  for  each  day,  or part  thereof,  he  spends  in
     connection with such litigation.  In addition, the COMPANIES will reimburse
     ANDERSON for his reasonable out-of-pocket and travel expenses.

5.   Health  Insurance.  IWI shall provide  ANDERSON with  continued  health and
     dental  insurance for family  coverage at no cost to ANDERSON  through July
     31, 1999 or until  ANDERSON is covered by another  such  policy,  whichever
     occurs  first.  IWI  shall  make  continued  health  and  dental  insurance
     available  under COBRA after July 31,  1999,  if ANDERSON is not covered by
     another policy at that time.


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6.   COMPANIES To Provide References And Refrain From Disparaging.  Remarks. The
     COMPANIES agree that they will provide  ANDERSON with favorable  references
     should they be asked to do so and they further  agree that neither they nor
     any of their  directors,  officers,  employees  or  agents  will  disparage
     ANDERSON  or any of his  services  to the  COMPANIES  at any time or in any
     manner whatsoever. ANDERSON agrees that he will not disparage the COMPANIES
     or any of their directors, officers, employees or agents.

7.   Waiver of Non-compete. The COMPANIES hereby waive and release ANDERSON from
     all non-compete restrictions as outlined in the EMPLOYMENT CONTRACT between
     ANDERSON and the COMPANIES.

8.   Non-Disclosure  Agreement.  ANDERSON  acknowledges  that  the  information,
     techniques, processes,  developments, work in progress, and any other trade
     secret  or  other  secret  or  confidential  information  relating  to  the
     COMPANIES'  are  valuable,  special  and  unique  assets of the  COMPANIES'
     business.  Therefore,  ANDERSON agrees to hold in strictest  confidence and
     not  disclose,  reproduce,  publish  or  use  in any  manner,  without  the
     expressed  authorization  of the Board of Directors of the  COMPANIES,  any
     information, design, manufacturing technique, process, trade secrets or any
     other  secrets  or  confidential  matter  related  to  any  aspect  of  the
     COMPANIES' business.

9.   Security  Agreement.  In order to secure  payments,  the COMPANIES agree to
     sign a security  agreement which ANDERSON  understands  would be subject to
     the approval of any lending institution and subordinated to any debt due to
     a lending institution and any other previously filed security agreements.

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10.  Sale of the  COMPANIES or Assets.  If the stock or principal  assets of the
     COMPANIES are sold before the final payment being made as specified in this
     AGREEMENT,  the COMPANIES agree to immediately  pay the entire  outstanding
     balance of this AGREEMENT at closing.

11.  Release  Of  COMPANIES.  Subject  to  the  terms  and  conditions  of  this
     AGREEMENT,  ANDERSON,  individually,  and on behalf of his heirs, assignees
     and legal  representatives,  hereby  releases  and forever  discharges  the
     COMPANIES  and their  directors,  officers,  employees,  and agents,  past,
     present and  future,  and their  representative  successors  and  assignees
     (hereinafter  collectively referred to as the Releases"),  from any and all
     known and  unknown  actions,  causes of  action,  claims,  damages,  suits,
     obligations,  agreements,  attorneys' fees or any other  liabilities of any
     kind whatsoever which have or could be asserted the Releases arising out of
     or related to his employment  with and/or  separation  from employment with
     the COMPANIES  and/or any of the other Releases and/or any other occurrence
     up to and  including  the date of this  AGREEMENT,  including all claims of
     discrimination of any kind under state, federal, or local law.

12.  Release Of ANDERSON. Subject to the terms and conditions of this AGREEMENT,
     the COMPANIES hereby irrevocably waive, release and discharge ANDERSON from
     any and all actions, causes of action, claims, damages, suits, obligations,
     agreements, attorneys' fees or other liabilities, known or unknown, pending
     or threatened, which the COMPANIES now have, own or hold, or claim to have,
     own or hold, or which the COMPANIES at any time  heretofore  had, owned, or
     held,  or  claimed  to have  had,  owned,  or held,  as of the date of this
     AGREEMENT.


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13.  Right To Consult  Attorney.  ANDERSON  acknowledges  that he has been given
     twenty-two  (22) days to consider this  AGREEMENT  thoroughly,  that he has
     been encouraged to consult with his personal  attorneys  before signing the
     AGREEMENT,  and that he did so consult with his personal attorney before he
     signed the AGREEMENT.

14.  Right Of Revocation.  ANDERSON understands that he may revoke his agreement
     within seven (7) days after its signing,  that any revocation  must be made
     in writing and submitted  within such seven-day  period to Joseph K. Lau of
     IMPERIAL WORLD,  INC., and if he does so revoke this AGREEMENT,  he will be
     required to reimburse  the  COMPANIES  the funds  advanced to him under the
     provisions of paragraph 2 above.

15.  Acknowledgment  Of  Release.  SUBJECT TO THE TERMS AND  CONDITIONS  OF THIS
     AGREEMENT,  ANDERSON  AND THE  COMPANIES  AGREE  AND  UNDERSTAND  THAT THIS
     AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

16.  Severability.  The  parties  hereto  acknowledge  and  agree  that  if  any
     provision  of this  AGREEMENT  is  found,  held  or  deemed  by a court  of
     competent  jurisdiction  to be void,  unlawful or  unenforceable  under any
     applicable  statute or  controlling  law, the  remainder of this  AGREEMENT
     shall remain in full force and effect.

17.  Governing Law. This AGREEMENT shall be governed by the internal laws of the
     State of Illinois.


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18.  Notices.  All  notices or  communications  hereunder  shall be in  writing,
     addressed as follows:

           To the COMPANIES:

           IWI Holding Limited
           1010 Executive Court, Suite 300
           Westmont, Illinois 60559

           To ANDERSON:                       with a copy to:
           Bruce W. Anderson                  Mr. Thomas R. Palmer Esq.
           85 Ventura Court                   Meltzer, Purtill, & Stelle
           Naperville, Illinois 60540         Schaumburg Corp. Center, Suite 250
                                              1515 East Woodfield Road
                                              Schaumburg, Illinois 60173

19.  Entire  Agreement.  This  AGREEMENT  represents  the  complete  and  entire
     AGREEMENT between ANDERSON and the COMPANIES, and there are no conflicting,
     additional,  or supplementary  oral terms or conditions between the parties
     with  respect  hereto.   Further,   this  AGREEMENT  supersedes  all  prior
     agreements,  oral or  written,  including,  but not  limited to  ANDERSON'S
     EMPLOYMENT CONTRACT with IMPERIAL WORLD, INC. This AGREEMENT may be amended
     at any time by the mutual written agreement signed by the parties.

20.  Counterparts.  This AGREEMENT may be executed in two or more  counterparts,
     each of which shall be deemed an original but all of which  together  shall
     constitute one and the same instrument.  IN WITNESS WHEREOF  ANDERSON,  the
     COMPANIES have caused this AGREEMENT to be executed as of July 17, 1998.


/s/ Bruce W. Anderson
----------------------
BRUCE W. ANDERSON


By: /s/ Joseph K. Lau
   -------------------
    JOSEPH K. LAU
    Senior Vice-President/COO


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