PREMISES

                              SETTLEMENT AGREEMENT

         THIS  SETTLEMENT  AGREEMENT  ("Agreement")  is made  this  26th  day of
November  1997,  by  and  between   Flexweight   Corporation,   a  Utah  company
("Flexweight"),  and the  Treasurer  of  Xxxxxx  County,  Kansas  ("Treasurer"),
regarding personal property tax liabilities.

                                    PREMISES

         WHEREAS, to date, Flexweight has not paid personal property taxes owing
to the Treasurer incurred during the 1980's, which tax liability,  when combined
with interest, exceeds $200,000.

         WHEREAS,  Flexweight and Treasurer  hereby desire to settle any and all
personal  property tax liabilities owed by Flexweight to Treasurer by Flexweight
paying Treasurer $12,500, pursuant to the terms outlined below.

                                    AGREEMENT

         NOW THEREFORE,  with the above provisions  incorporated  herein by this
reference,  in  consideration  of the  mutual  promises  contained  herein,  the
benefits  to be derived  by each party  hereunder  the  sufficiency  of which is
hereby  expressly  acknowledged  and for other good and valuable  consideration,
Flexweight and Treasurer agree as follows:

         Flexweight  will pay  Treasurer,  within  ninety  (90) days  hereafter,
         Twelve Thousand Five Hundred Dollars  ($12,500) as full payment for any
         and all personal  property taxes Flexweight has ever incurred in Xxxxxx
         County, Kansas;

         Treasurer   agrees  that  when  such  $12,500  is  paid  and  received,
         Flexweight will owe no personal  property taxes  whatsoever in any form
         or for any period to Xxxxxx County,  Kansas, and will therefore have no
         any outstanding tax liability whatsoever to Xxxxxx County, Kansas;

         Treasurer  further  acknowledges  and  represents  that  she,  Xx.  Xxx
         Xxxxxxxx,  or whomever signs below, has actual and express authority to
         bind Xxxxxx County, Kansas to the terms of this Agreement;

         The Parties agree that this  Agreement  constitutes a valid and binding
         obligation  of the  Parties  hereto  and  their  successors,  heirs and
         assigns and may only be assigned or amended by written consent from the
         other party; and

         Treasurer  agrees to remove any and all  outstanding  liens  evidencing
         Flexweight's tax liability.

         IN  WITNESSETH  WHEREOF,  the parties  have  executed  this  Settlement
Agreement on this the 26th day of November 1997.

"Flexweight" - Flexweight Corporation
"Treasurer" - Treasurer of Xxxxxx County, Kansas


/s/ Xxxxx Xxxxxxx                           By: /s/Jepoith Hallmark
Xxxxx Xxxxxxx, President                    Title: County Treasurer