SUPPLY AND DISTRIBUTION AGREEMENT
  
            THIS AGREEMENT is made as of the 31st day of July,
  1996.
  
  B E T W E E N :
  
            SUPERCRETE N/A LIMITED, a corporation
            incorporated pursuant to the laws of the
            Turks & Caicos Islands, British West Indies
  
            (hereinafter "Supercrete")
  
            - and -
  
            GLOBESAT INFRASTRUCTURE TECHNOLOGIES CORP., a
            corporation incorporated pursuant to the laws
            of State of Utah, U.S.A.
  
            (hereinafter "Globesat")
  
            - and -
  
            STRATFORD ACQUISITION CORP., a corporation
            incorporated pursuant to the laws of the
            State of Minnesota, U.S.A.
  
            (hereinafter "Stratford")
  
            WHEREAS Supercrete is the owner of the Technology
  (as hereinafter defined), and in conjunction therewith owns
  the exclusive rights to manufacture, market, sell and
  distribute the Additive (as hereinafter defined) throughout
  certain countries of the world;
  
            AND WHEREAS Supercrete is a wholly-owned
  subsidiary of Stratford;
  
            AND WHEREAS Globesat wishes to obtain from
  Supercrete, and Supercrete has agreed to grant, the
  exclusive rights to market, sell and distribute the Additive
  in the Exclusive Territories (as hereinafter defined); 
  
            AND WHEREAS Stratford has agreed to provide
  Globesat with Technical Assistance (as hereinafter defined)
  in connection with the foregoing, all upon the terms and
  conditions contained herein;
  
            NOW THEREFORE this Agreement witnesses that in
  consideration of the payments and mutual covenants herein
  and other good and valuable consideration (the receipt of
  which is hereby acknowledged by the parties hereto), the
  parties agree as follows:
  <PAGE> 2
  
                       ARTICLE I - DEFINITIONS
  
  1.01      In this Agreement, the following terms shall have
  the following meanings unless the context implies otherwise:
  
  "Additive" means the cementitious additive which has been
  developed by and is manufactured and distributed by
  Stratford, sometimes under the trade mark "Novacrete", and
  which is combined with one or more aggregates to manufacture
  Pre-Mix, and any and all new developments, innovations,
  modifications or improvements to such additive as conceived,
  developed or implemented by Stratford;
  
  "Agreement" means this supply and distribution agreement, as
  may be amended from time to time;
  
  "Exclusive Territories" means those countries as set out in
  Schedule "A" attached hereto to this Agreement;
  
  "Globesat" means Globesat Infrastructure Technologies Corp.,
  its parent, subsidiaries and affiliates, or any other form
  of entity or organization, of which Globesat may or may not
  be a party, partner or shareholder, as the case may be, and
  its designees; 
  
  "person" means and includes any individual, corporation,
  partnership, firm, joint venture, syndicate, association,
  trust, government, governmental agency or board or
  commission or authority;
  
  "Pre-Mix" means any ready-to-use mortar mixture which
  employs the Additive;
  
  "Stratford" means Stratford, its subsidiaries and
  affiliates, including Supercrete;
   
  "Technical Assistance" has the meaning ascribed thereto in
  Section 7.01 hereof; and 
  
  "Technology" includes, without limitation, any one or more
  of the knowledge, information, know-how, manufacturing
  equipment, plant, set-up, design and technology to combine
  Additive and any one or more aggregates for the purpose of
  manufacturing Pre-Mix or any other enhanced concrete product
  whatsoever, and the knowledge, information and know-how to
  locate suitable sources of local aggregates to combine with
  Additive to manufacture Pre-Mix or any other enhanced
  concrete product whatsoever, in any particular country, part
  of a country, territory or part of a territory.
  
  <PAGE> 3
  
          ARTICLE II - APPOINTMENT OF EXCLUSIVE DISTRIBUTOR
  
  2.01      During the term of this Agreement, and otherwise
  subject to the terms and conditions contained herein,
  Stratford hereby appoints Globesat as its sole and exclusive
  distributor of the Additive and Pre-Mix in the Exclusive
  Territories.  Globesat hereby accepts such appointment.
  
  2.02      Without limiting the generality of the appointment
  referred to in Section 2.01 hereof, Globesat shall have the
  right to market, sell and distribute the Additive and
  Pre-Mix to any person, or to appoint sub-distributors, on
  either an exclusive or non-exclusive basis, in the Exclusive
  Territories.
  
  2.03      During the term of this Agreement, Stratford
  covenants and agrees that it shall not market, sell or
  distribute the Additive or Pre-Mix to any person (other than
  Globesat) within any of the Exclusive Territories, nor shall
  it market, sell or distribute the Additive or Pre-Mix to any
  person (other than Globesat) who does or who intends to
  market, sell or distribute
  the Additive or Pre-Mix within the Exclusive Territories.
  
  2.04      Stratford shall not knowingly market, sell or
  distribute the Additive or Pre-Mix to any person outside of
  the Exclusive Territories for import into the Exclusive
  Territories. If Stratford learns that any of its
  distributors or customers (other than Globesat) are
  exporting such products into the Exclusive Territories, it
  will take such steps, to the extent
  permitted by applicable laws, to ensure that such
  distributor or customer ceases to export such products into
  the Exclusive Territories.
  
  ARTICLE III - APPOINTMENT OF NON-EXCLUSIVE DISTRIBUTOR AND
                        RIGHT OF FIRST REFUSAL
  
  3.01      During the term of this Agreement, and otherwise
  subject to the terms and conditions contained herein,
  Stratford hereby appoints Globesat as an authorized
  distributor in respect of the Additive, with the right to
  market, sell and distribute the Additive anywhere in the
  world, except for Canada, the United States of America, the
  Philippines, Greece and Macedonia. Globesat hereby accepts
  such appointment.
  
  3.02      During the term of this Agreement, if Stratford
  agrees that upon notification in writing provided to
  Stratford that Globesat has entered into a binding letter of
  intent with a potential distributor or blender in respect of
  the Additive, a copy of which Globesat must provide to 
  <PAGE> 4
  
  Stratford, Stratford shall provide notification to its other
  authorized suppliers that the proposed exclusive territory
  named in such letter of intent proposed to be provided to
  such distributor or blender has been claimed by Globesat.  
  
  3.03      Globesat shall have two (2)months, or such further
  amount of  time as Stratford and Globesat may mutually
  agree, in which to formalize a distributor or blending
  agreement with the potential distributor or blender, failing
  which the proposed exclusive territory shall be available to
  be claimed by any other authorized supplier of Stratford in
  the same manner that Globesat was able to claim such
  proposed exclusive territory.  
  
             ARTICLE IV - SUPPLY OF ADDITIVE AND PRE-MIX
  
  4.01      Stratford covenants and agrees that it shall at
  all times, and within a commercially reasonable time, make
  available to Globesat sufficient supply of Additive and
  Pre-Mix that may be required by Globesat, from time to time,
  to satisfy all of Globesat's demand, from time to time.
  
  4.02      Stratford agrees to use its best efforts to meet
  the delivery dates specified in all purchase orders for
  Additive and/or Pre-Mix placed by Globesat with Stratford. 
  Stratford shall promptly notify Globesat of any delay or
  anticipated delay in meeting such delivery date and shall
  notify Globesat of the date on which it believes delivery
  will be made.  Title to the product which is the subject of
  a purchase order shall pass upon shipment from Stratford's
  North American manufacturing
  facilities.
  
  4.03 (a)  Commencing from the date of this Agreement until
  the           expiry of the second anniversary thereof,
  unless the parties otherwise agree in writing, the purchase
  price of Additive from Stratford by Globesat shall be four
  dollars ($4.00) per pound, subject to any applicable volume
  discounts which may be provided by Stratford.
  
       (b)  Upon the expiry of the second anniversary
  following the date of this Agreement, and upon completion of
  each full year thereafter, the purchase price at which
  Stratford sells Additive to Globesat hereunder may be
  increased by Stratford, upon a minimum of ninety (90)days
  advance notice in writing prior to such date, by an amount
  equal to the increase in Stratford's cost, acting
  reasonably.  Stratford agrees to provide with such
  supporting documentation as may be to satisfy Globesat of
  the amount of any
  increase in Stratford's cost.
  
  <PAGE> 5
  
       (c)  During the term of this Agreement and any
  renewals, the purchase of Pre-Mix from Stratford by Globesat
  shall be based upon the prevailing wholesale prices, having
  regard to the quantity ordered, the size of the bag of
  Pre-Mix, and the type and specifications of any particular
  Pre-Mix, subject to any applicable volume discounts which
  may be provided by Stratford.
  
  4.04      Globesat acknowledges and agrees that the purchase
  prices for Additive and Pre-Mix referred to above are
  exclusive of any applicable taxes, duties and levies
  whatsoever which may be imposed on the purchaser or importer
  of same in any applicable jurisdiction, and exclusive of any
  applicable shipping, handling or cartage charges.  Unless
  otherwise agreed by the parties in writing, the above-noted
  prices are deemed to be F.O.B Stratford's North American or
  Greek manufacturing facilities, as the case may be.
  
  4.05      During the term of this Agreement and any renewals
  hereof, Stratford covenants and agrees that, subject to
  volume discounts which are also afforded to Globesat, it
  shall not sell Additive or Pre-Mix to any other person,
  anywhere in the world, for an amount less than the amount at
  which it sells Additive or Pre-Mix to Globesat hereunder.
  
  4.06      Globesat shall pay all amounts owing to Stratford
  for any Additive and Pre-Mix purchase orders by way of an
  irrevocable letter of credit. The terms of payment may be
  changed or modified by the parties upon mutual agreement at
  any time.
  
  4.07      Provided that the Technology is applied by
  Globesat in a substantially correct manner (i.e., for grater
  certainty, the additive is formulated correctly), Stratford
  warrants that all Additive supplied to Globesat shall be
  free from defects of workmanship and shall be fit for the
  purpose of blending to manufacture a superior quality mortar
  with pre-determined performance specifications.  Stratford
  shall replace, at its sole cost and expense (including
  shipping and handling expenses), any Additive which is not
  fit for such purpose or which is defective or faulty so as
  to be unsaleable and which Globesat returns to Stratford. 
  Stratford warrants that all Pre-Mix supplied to Globesat
  shall be free from defects of workmanship.  Stratford shall
  replace, at its sole cost and expense (including shipping
  and handling expenses), any Pre-Mix which is defective or
  faulty so as to be unsaleable and which Globesat returns to
  Stratford.
  
  
  
  
  <PAGE> 6
  
  4.08      The warranties applicable to each of the Additive
  and Pre-Mix sold to Globesat under this Agreement shall
  conform to the separate manufacturing product warranties
  then in effect with respect to such products and Globesat
  agrees to inform its customers and distributors of such
  warranties and any changes thereto that Stratford supplies
  to Globesat from time to time.  
  
  4.09      For greater certainty hereunder, the parties agree
  that the price at which Globesat sells Additive and/or
  Pre-Mix to any person shall be at Globesat's sole and
  absolute discretion.
  
           ARTICLE V - PERFORMANCE AND PRODUCT DISTRIBUTION
  
  5.01      During the term of this Agreement, Globesat
  covenants and agrees that it shall use its reasonable best
  efforts to market and promote the Additive, Pre-Mix, and the
  goodwill associated therewith.
  
  5.02      During each year of the term of this Agreement and
  any renewals hereof, Stratford covenants that it shall
  contribute the amount of ten thousand dollars ($10,000)
  annually towards the cost of any advertising and marketing
  materials to be used by Globesat in conjunction with
  Globesat's marketing of the Additive and Pre-Mix, provided
  that Stratford shall have the right to review and revise any
  such materials to ensure that same
  accurately informs as to the specifications, standards, and
  performance of the Additive and any Pre-Mix.
  
  5.03      Subject to Section 5.06 hereof, Globesat shall be
  required to meet the following minimum purchase quotas
  during the initial term of this Agreement:
  
       (a)  during the first two years of the term, Globesat
          shall be required to purchase a minimum of one
          million Dollars ($1,000,000) of Additive;
  
       (b)  during the third year of the term, Globesat shall
          be required to purchase a minimum of one million
          dollars ($1,000,000) of Additive;
  
       (c)  during the fourth year of the term, Globesat shall
          be required to purchase a minimum of one million
          dollars ($1,000,000) of Additive;
  
  
  
  
  
  
  <PAGE> 7
  
       (d)  during the fifth year of the term, Globesat shall
     be required to purchase a minimum of one million
     dollars ($1,000,000) of Additive;
  
  provided that any annual purchase requirement may be reduced
  to the extent that any preceding annual purchase requirement
  has been exceeded, such that the purchase requirements for
  any year does not exceed the amount stated above in each
  subparagraph.
  
  5.04      Globesat may, at its option, pay to Stratford the
  difference between the amount of purchases in any given year
  and the minimum annual purchase requirement for such year.
  
  5.05      Should Globesat fail to meet any minimum annual
  purchase requirement as aforesaid, the rights granted to
  Globesat in Article II hereunder shall thereupon become
  non-exclusive rights in respect of the Exclusive Territories
  upon thirty (30)day's written notice by Stratford to
  Globesat specifying same. Notwithstanding the provisions of
  Section 11.04 hereof, this section is the sole remedy of
  Stratford in respect of the failure of Globesat to meet any
  minimum annual purchase requirements as aforesaid.
  
  5.06      In the event that Stratford is unable to supply
  Globesat with sufficient Additive or Pre-Mix to meet any of
  its minimum annual purchase requirements in any annual
  period, then the minimum annual purchase requirement for
  such period shall be reduced to an amount equal to the
  quantity of product supplied by Stratford in that period.
  
               ARTICLE VI - ISSUANCE OF GLOBESAT SHARES
  
  6.01      In consideration of the appointments of Globesat
  hereunder, Globesat Holding Corp. shall cause to be issued
  three hundred thousand (300,000) "restricted" shares in the
  common stock of Globesat Holding Corp. to Stratford.  Such
  shares shall be subject to the provisions of Rule 144 of the
  United States Securities Act of 1933 and a hold period of
  two (2) years from the date hereof.  Such shares shall be
  issued by Globesat Holding Corp. no later than August 13,
  1996, otherwise this Agreement
  shall become null and void.
  
           ARTICLE VII - TECHNICAL ASSISTANCE AND TRAINING
  
  7.01      Stratford covenants and agrees that, subject to
  the confidentiality provisions contained herein, upon the
  request of Globesat, it shall promptly provide Globesat and
  any person designated by Globesat with such technical 
  
  
  <PAGE> 8
  
  assistance as will enable such person to manufacture Pre-Mix
  of saleable quality ("Technical Assistance"), including
  without limitation, assistance in sourcing local aggregates,
  assistance in utilizing and/or modifying Globesat's existing
  mortar blending equipment,
  and assistance in establishing the proper combination of
  Additive and local aggregates, all of which aim for and will
  result in Globesat being able to properly and efficiently 
  blend the Additive with such local aggregates to manufacture
  Pre-Mix meeting specified saleable requirements.
  
  7.02      Stratford covenants and agrees that in respect of
  each distributor arrangement, blending operation established
  by Globesat in respect of the Additive, it shall provide to
  Globesat all of the necessary blending equipment required
  for the distributor to commence blending operations, to a
  maximum of one hundred thousand dollars ($100,000) of
  blending equipment, provided that the distributor or
  blender, as the case may be, posts a performance bond,
  acceptable to Stratford, to ensure the
  purchase of a minimum of two hundred and twenty thousand
  pounds (220,000 lbs.) of Additive during the first year of
  the initial term of any such distributor or blending
  agreement.
  
  7.03      In the alternative to the provision of equipment
  as provided in Section 7.02 hereof, at the option of
  Globesat, Stratford shall provide a product purchase price
  credit to Globesat in the amount of one hundred thousand
  dollars ($100,000), to be applied against any order of
  Additive or Pre-Mix of equal or greater value.
  
  7.04      Technical Assistance and support shall be provided
  by Stratford, its agents, and employees, as requested or
  required, provided that Stratford shall be solely
  responsible for the costs associated with the provision of
  initial Technical Assistance to implement and commence the
  manufacturing/blending process, which Technical Assistance
  shall be limited to the provision of one qualified Stratford
  agent or employee for and during a period of seven (7) days
  only, along with all written materials regarding the
  manufacture of Pre-Mix then available, and thereafter
  Globesat shall be responsible for Stratford's reasonable
  costs incurred in providing any additional Technical
  Assistance.  
  
  7.05      Stratford shall provide initial technical training
  to such agents and employees of Globesat that may require
  same for the performance of their duties, provided that
  Stratford shall be solely responsible for the costs
  associated with the provision of initial technical training
  to a reasonable number of agents and/or employees, which 
  <PAGE> 9
  
  technical training shall be limited to the provisions of one
  qualified Stratford agent or employee for and during a
  period of seven (7) days only, and thereafter
  Globesat shall be responsible for Stratford's reasonable
  costs incurred in providing any additional technical
  training or retraining.
  
                ARTICLE VIII - COVENANTS OF STRATFORD
  
  8.01      Stratford warrants, covenants and agrees that it
  has the right to enter into this Agreement and to grant to
  Globesat the exclusive distributorship arrangements outlined
  herein in the Exclusive Territories and agrees to indemnify
  and save harmless Globesat, its officers and employees, in
  connection with any claims which might be asserted against
  Globesat by others claiming title to the Additive or Pre-Mix
  or a prior right granted by Stratford to distribute such
  products in the Exclusive
  Territories.  Upon the execution of this Agreement,
  Stratford agrees to provide notice to any of its authorized
  suppliers and agents of the exclusive distributorship
  granted to Globesat hereunder.
  
  8.02      Stratford covenants and agrees that it shall refer
  all inquiries regarding the purchase of Additive or Pre-Mix
  within any such Exclusive Territories to Globesat. 
  
  8.03      Stratford covenants and agrees that, upon
  execution of this Agreement, it shall fully divulge and
  deliver to Globesat any and all information and particulars
  with respect to the Technology and the Additive as necessary
  or required, and the technical information and processes
  related thereto.  In the event of any innovation,
  modification or  improvement to such technical information
  and processes, or any new development with respect thereto,
  it shall forthwith disclose and provide full particulars to
  Globesat for its use and implementation, subject
  to the terms and conditions contained herein.
  
                         ARTICLE IX - AGENTS
  
  9.01      Globesat shall be permitted to engage and employ
  such agents to assist Globesat in carrying out its duties
  and responsibilities hereunder, upon such terms and
  conditions as Globesat, in its sole and absolute discretion
  deems acceptable.
  
  9.02      It is expressly understood and agreed that
  Globesat shall be solely responsible for any remuneration or
  commissions earned or expenses incurred by any agents and
  shall, under no circumstances, be entitled to any
  reimbursement of any such expenses whatsoever from 
  <PAGE> 10
  
  Stratford.
  
                     ARTICLE X - CONFIDENTIALITY
  
  10.01     Globesat covenants and agrees not to use or
  disclose to any third party or use at any time contrary to
  the interests of Stratford any trade secrets, confidential
  information, knowledge or data relating to the business and
  affairs of Stratford, the Technology, or the Additive that
  Globesat may have, obtain or acquire as a result of this
  Agreement, other than in the performance of its duties and
  obligations hereunder, and in
  connection therewith Globesat agrees to execute and abide by
  any confidentiality agreement that Stratford may from time
  to time require, acting reasonably.
  
  10.02     Neither party shall directly or indirectly, at any
  time, without the express written consent of the other,
  publish, disclose or divulge to any person any trade
  secrets, knowledge, data, or confidential information of any
  nature relating to the business and the affairs of the other
  party, or relating to any of the particulars of the
  relationship between Stratford and Globesat created
  hereunder, which either may have imparted to the other or
  which they may acquire or become aware of during or as a
  result of the appointment of Globesat herein.
  
  10.03     Without in any way limiting the generality of the
  foregoing, Stratford specifically covenants and agrees that
  it shall maintain the confidentiality of the cost to
  Globesat of Additive and Pre-Mix from Stratford, and shall
  under no circumstances disclose same to any person.
  
  10.04     The provisions of this Article X shall survive the
  termination or non-renewal of this Agreement.
  
                  ARTICLE XI - TERM AND TERMINATION
  
  11.01     This Agreement shall be for a term of five (5)
  years (the "Initial Term"), unless otherwise terminated as
  provided hereunder.
  
  11.02     If Globesat gives Stratford ninety (90) days'
  written notice prior to the expiry of the Initial Term, at
  the option of Globesat, this Agreement shall be renewable
  for a further five (5) year period (the "Extended Term")
  provided that Globesat has paid to Stratford the amounts set
  out in Article V hereof during the Initial Term.  The terms
  and conditions of this Agreement shall remain in full force
  and effect, unamended, during the Extended Term, with the
  exception of Section 5.03, which shall provide for minimum
  purchase quotas for each of the five years
  <PAGE> 11
  
  during such term equal to the mean of total purchases by
  Globesat of Additive in years three to five, inclusive, of
  the Initial Term.  Globesat, shall have the option to renew
  this Agreement for an additional five (5) year term
  thereafter on the same terms and conditions as under the
  Extended Term, with the exception of Section 5.03, which
  shall provide for minimum purchase quotas for each of the
  five years during such term equal to the mean of total
  purchases by Globesat of Additive in years three to five,
  inclusive, of the Extended Term.
  
  11.03     Either party may terminate this Agreement at any
  time without notice, if the other party:
  
       (a)  makes an assignment for the benefit of its
  creditors;
            or
  
       (b)  is adjudicated bankrupt or becomes voluntarily or
            involuntarily subject to any proceedings for the
            benefit of its creditors.
  
  11.04     Either party may terminate this Agreement at any
  time, if the other party fails to comply with any material
  term or condition of this Agreement or fails to fulfil or
  comply with any obligation undertaken by it pursuant to this
  Agreement and such default is not cured within thirty (30)
  days of written notice given in respect thereof.
  
                   ARTICLE XII - GENERAL PROVISIONS
  
  12.01     Any notice or other communications (a "Notice")
  required or permitted to be given hereunder shall be in
  writing and shall be delivered in person, transmitted by
  facsimile or sent by registered mail, charges prepaid,
  addressed as follows:
  
       (a)  if to Supercrete:
  
            5420 North Service Road
            5th Floor
            Burlington, Ontario L7L 6C7
  
            Attention:     Mr. Arthur Smith
            Facsimile No:  (905) 319-6414
  
       (b)  if to Globesat:
       
            181 Bay Street, Suite 1800
            Toronto, Ontario
            M5J 2T9
  
  
  <PAGE> 12
  
            Attention:     Mr. Lee A. Greenspoon
            Facsimile No.: (416) 364-1241
  
       (c)  if to Stratford:
  
            5420 North Service Road
            5th Floor
            Burlington, Ontario
            L7L 6C7
            
            Attention:     Mr. Arthur Smith
            Facsimile No.: (905) 631-7907
  
  or at any such other address or addresses as may be given by
  any of them to the other in writing from time to time.  Such
  Notice, if mailed, shall be deemed to have been given on the
  second business day (except Saturdays or Sundays) following
  such mailing, or if delivered personally or transmitted by
  facsimile, shall be deemed to have been given on the day of
  delivery or
  transmission, as the case may be, if a business day, or if
  not a business day, on the business day next following the
  day of delivery or transmission, as the case may be;
  provided that if such Notice shall have been mailed and if
  regular mail service shall be interrupted by strike or other
  irregularity before the deemed receipt of such Notice as
  aforesaid, then such Notice shall not be effective unless
  delivered or transmitted by
  facsimile.
  
  12.02     Any delay or failure of any party hereto to
  perform its obligations under this agreement shall be
  excused if, and to the extent, that the delay or failure is
  caused by an event or occurrence beyond the reasonable
  control of the party and without its fault or negligence,
  such as, by way of example and not by way of limitation,
  acts of God, action by any governmental authority (whether
  valid or invalid), fires, floods, wind storms, explosions,
  riots, natural disasters, wars, sabotage, labour 
  problems (including lock-outs, strikes and slow-downs),
  inability 

<PAGE> 13
  
  to obtain power, material, labour, equipment or
  transportation, or court injunction or order; provided that
  written notice of delay (including the anticipated duration
  of the delay) shall be given by the affected party to the
  other party within ten (10) days.
  
  12.03     This Agreement is not assignable by Globesat
  without the prior written consent of Stratford, which
  consent shall not be unreasonably withheld.
  
  12.04     Unless otherwise indicated herein, all dollar
  amounts referred to in this Agreement are in lawful money of
  the United States of America.
  
  12.05     This Agreement does not create a partnership or
  joint venture between the parties and does not grant any
  right to either to assume or create obligations or
  responsibilities, express or implied, on behalf of or in the
  name of the other party or to otherwise bind the other party
  in any manner whatsoever, other than as specifically
  provided for hereunder.
  
  12.06     The failure of either party hereto at any time to
  require performance by the other party of any provision
  hereof shall in no way affect the right of such a party to
  require such performance at any time thereafter nor shall
  the waiver by either party of a breach of any provision
  hereof constitute a waiver of any subsequent breach of the
  same or any other provision nor constitute a waiver of the
  provision itself.
  
  12.07     In the event that any one or more of the
  provisions of this Agreement shall at any time be declared
  to be invalid or otherwise rendered unenforceable by
  judicial or administrative decision, unless the invalidity
  or unenforceability of such provision does substantial
  violence to the underlying purport and meaning of the
  remainder of this Agreement, it is the intention of the
  parties that such invalidity or unenforceability shall not
  affect the validity or enforceability of any other
  provisions of
  this Agreement, except those with respect to which such
  invalid or  unenforceable provisions comprise an integral
  part thereof or are otherwise clearly inseparable therefrom.
  
  12.08     This Agreement supersedes any prior agreements or
  understanding, either oral or in writing between the parties
  and constitutes the entire Agreement between the parties
  relating to the subject matter hereof.  No amendments,
  variations, or alterations to this Agreement shall be valid
  or binding upon the parties hereto unless made in writing
  and agreed to by both parties.
  <PAGE> 14
  
  12.09     Except as otherwise contemplated herein, no
  announcement with respect to this Agreement will be made by
  any party hereto without the prior approval of the other
  parties hereto.  The foregoing will not apply to any
  announcement by any party hereto required in order to comply
  with laws pertaining to timely disclosure, if applicable,
  provided that such party hereto consults with the other
  parties hereto before making any such
  announcement.
  
  12.10     This contract shall be governed by and construed
  in accordance with the laws of the Province of Ontario, and
  each party hereby irrevocably attorns to the jurisdiction of
  the Courts of Ontario.
  
  12.11     This Agreement shall enure to the benefit of and
  shall be binding upon the parties hereto and their
  respective successors and assigns.
  
            IN WITNESS WHEREOF, the parties hereto have
  executed
  this Agreement as of the date first above written.
  
  
  SUPERCRETE N/A LIMITED
  
  Per: /s/ Arthur Smith, Designated Signing Officer
  
  GLOBESAT INFRASTRUCTURE TECHNOLOGIES CORP.
  
  Per: /s/ Lee A. Greenspoon, President
  
  STRATFORD ACQUISITION CORP.
  
    Per: /s/ Arthur Smith, President
<PAGE> 15
  
        Schedule "A" to the Supply and Distribution Agreement
                      made as of July 31st, 1996
                   between Supercrete N/A Limited,
              Globesat Infrastructure Technologies Corp.
                   and Stratford Acquisition Corp.
  
                        EXCLUSIVE TERRITORIES
  
  
  1.   Argentina
  2.   Chile
  3.   Mexico