<PAGE> 1
  
                  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 Globesat is the owner of the certain
  technology, and in conjunction therewith owns the exclusive
  rights to manufacture, market, sell and distribute certain
  products throughout the United States of America;
  
            AND WHEREAS Globesat wishes to obtain from
  Supercrete, and Supercrete has agreed to grant, certain
  additional exclusive rights to market, sell and distribute
  the Additive (as hereinafter defined) in the Exclusive
  Territory (as hereinafter defined);
  
            AND WHEREAS Supercrete is a wholly-owned
  subsidiary of Stratford;
  
            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;
  
  
  
  <PAGE> 2
  
            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:
                   
                   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 Territory" means the United States of America, ts
  territories, protectorites and possessions;
  
  "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 5.01 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
  <PAGE> 3
  
  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.
  
          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
  Territory.  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
  Territory.
  
  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 Territory, 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 Territory.
  
  2.04      Stratford shall not knowingly market, sell or 
  distribute the Additive or Pre-Mix to any person outside of
  the Exclusive Territory for import into the Exclusive
  Territory. If Stratford learns that any of its distributors
  or customers (other than Globesat) are exporting such
  products into the Exclusive Territory, 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 Territory.
  
             ARTICLE III - SUPPLY OF ADDITIVE AND PRE-MIX
  
  3.01      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.
  
  3.02      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 
  <PAGE> 4
  
  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.
  
  3.03 (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 costs, acting
  reasonably.  Stratford agrees to provide Globesat with such
  supporting documentation as may be required to satisfy
  Globesat of the amount of any increase in Stratford's costs.
  
       (c)  During the term of this Agreement and any renewals 
  hereof, the purchase price 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.
  
  3.04      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
  manufacturing facilities.
  
  3.05      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 person (other than
  Globesat), anywhere in the world, for an amount less than
  the amount at which it sells Additive or Pre-Mix to Globesat
  hereunder.
  
  3.06      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
  <PAGE> 5
  
  any time.
  
  3.07      Provided that the Technology is applied by
  Globesat in a substantially correct manner (i.e., for
  greater 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.
  
  3.08      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.  
  
  3.09      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 IV - PERFORMANCE AND PRODUCT DISTRIBUTION
  
  4.01      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.
  
  4.02      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. 
  
  
  <PAGE> 6
  
  4.03      Subject to Section 4.06 hereof, Globesat shall be
  required to meet the following minimum purchase quotas
  during the
  initial term of this Agreement derived from sales in the
  Exclusive Territory:
  
       (a) from the date of this Agreement until November 30,
     1997, Globesat shall be required to purchase a minimum
       of one million dollars ($1,000,000) of Additive;
  
       (b)  during the second year of the term (i.e., until
       November 30, 1998), Globesat shall be required to
       purchase a minimum of one million dollars ($1,000,000)
       of Additive;
  
     (c)  during the third year of the term (i.e., until     
                             November 30, 1999), Globesat
       shall be required to purchase a minimum of one million
       dollars ($1,000,000) of Additive;
  
       (d) during the fourth year of the term (i.e., until
       November 30, 2000), Globesat shall be required to
       purchase a minimum of one million dollars ($1,000,000)
       of Additive;
  
     (e) during the fifth year of the term (i.e., until      
             November 30, 2001), 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.
  
  4.04      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.
  
  4.05      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 Territory
  upon thirty (30) days' written notice by Stratford to
  Globesat specifying same. Notwithstanding the provisions of
  Section 9.04 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.
  
  4.06      In the event that Stratford is unable to supply
  Globesat with sufficient Additive or Pre-Mix to meet any of
  its
  
  <PAGE> 7
  
  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 V - TECHNICAL ASSISTANCE AND TRAINING
  
  5.01      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
  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.
  
  5.02      Stratford covenants and agrees that in respect of
  each distributor arrangement or 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.
  
  5.03      In the alternative to the provision of equipment
  as provided in Section 5.02 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 of equal or greater value.
  
  5.04      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 
  
  <PAGE> 8
  
  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.  
  
  5.05      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
  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 VI - COVENANTS OF STRATFORD
  
  6.01      Stratford warrants, covenants and agrees that it
  has the right to enter into this Agreement and to grant to
  Globesat the exclusive distributorship arrangement outlined
  herein in the Exclusive Territory 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 Territory.  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.
  
  6.02      Stratford covenants and agrees that it shall refer
  all inquiries regarding the purchase of Additive or Pre-Mix
  within any Exclusive Territory to Globesat.
  
  6.03      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.
  
  
  
  
  <PAGE> 9
  
                         ARTICLE VII - AGENTS
  
  7.01      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.
  
  7.02      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
  Stratford.
  
                    ARTICLE VIII - CONFIDENTIALITY
  
  8.01      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.
  
  8.02      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.
  
  8.03      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.
  
  8.04      The provisions of this Article VIII shall survive
  the termination or non-renewal of this Agreement.
  
  
  
  
  
  <PAGE> 10
  
                  ARTICLE IX - TERM AND TERMINATION
  
  9.01      This Agreement shall be effective from the date
  hereof and shall be for a term of five (5) years from
  November 30, 1996 (the "Initial Term"), unless otherwise
  terminated as provided hereunder.
  
  9.02      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 4.03, 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 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 4.03, 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.  
  
  9.03      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.
  
  9.04      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.
  
  
  
  
  
  
  
  
  <PAGE> 11
  
  
                    ARTICLE X - GENERAL PROVISIONS
  
  10.01          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
  
            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) 319-6414
  
  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.
  
  
  
  
  <PAGE> 12
  
  10.02          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 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.
  
  10.03          This Agreement is not assignable by Globesat
  without the prior written consent of Stratford, which onsent
  shall not be unreasonably withheld.
  
  10.04          Unless otherwise indicated herein, all dollar
  amounts referred to in this Agreement are in lawful money of
  the United States of America.
  
  10.05          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.
  
  10.06          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. 
  
  10.07          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
  
  <PAGE> 13
  
   which such invalid or unenforceable provisions comprise an
  integral part thereof or are otherwise clearly inseparable
  therefrom.
  
  10.08          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.
  
  10.09          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.
  
  10.10          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.
  
  10.11          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