Exhibit 10.3


                               SYNAPTX WORLDWIDE, INC.

                                NON-COMPETE AGREEMENT
                                ---------------------

               This agreement made and entered into this 1st day of
          January, 1998 between Synaptx Worldwide, Inc. corporation
          ("Purchaser") and James M. Gleason ("Seller").

                                   WITNESSETH THAT:

          WHEREAS, pursuant to a Merger Agreement (the "Purchase
          Agreement") among Purchaser and WG Controls, Inc. ("WG CONTROLS"
          or the "Company") and James Gleason, Shirley Gleason, Michael S.
          Concialdi, and James D. Gammon (the "SELLERS"), Illinois
          residents, the Purchaser wishes to acquire all the outstanding
          stock of WG Controls, Inc. (the "SELLERS COMPANY");

               WHEREAS, Seller has been a principal of WG CONTROLS, and due
          to the nature of his employment and his relationship with the
          Company, has had access to, and has acquired and assisted in
          developing confidential and proprietary information relating to
          the business and operations of the Company, including information
          with respect to the present and prospective plans, products,
          systems, processes, customers, suppliers and the sales and
          marketing methods of the Company;

               WHEREAS, WG CONTROLS has an Employment Agreement
          ("Employment Agreement") with Seller; and 

               WHEREAS, Seller acknowledges that such information has been,
          and will continue to be, of central importance to the business of
          the WG CORPORATIONS  and that the use of such information by, or
          its disclosure to, competitors of the WG CORPORATIONS or others
          could cause substantial harm to the Company; and

               WHEREAS, the obligation of Purchaser to consummate the
          Closing is expressly conditioned on the execution and delivery of
          this Agreement by Seller;

               NOW, THEREFORE, the parties hereby agree as follows:

               1.  For the greater of (i) a period of five (5) years from
          the Closing date as defined in the Purchase Agreement in Sections
          1.4 ("Closing Date" or "Closing") or (ii) two (2) years after the
          Seller leaves the employment of WG CORPORATIONS, Seller agrees
          that he will not, directly or indirectly (whether as an officer,
          director, employee, agent, representative, consultant,
          proprietor, partner, joint venturer, stockholder or otherwise),
          own, manage, operate, join, control or participate in the
          ownership, management, operation or control of, or be connected
          with, any business enterprise which is engaged, directly or
          through a parent, subsidiary or affiliate, anywhere in 
               (i)       Illinois and Southern Wisconsin;
               (ii)      Indiana, Iowa Kansas, Michigan, Missouri, Nebraska
                         and Ohio; and 
               (iii)     in any other area of the United States
          in any line of business in which Purchaser and its subsidiaries
          are engaged during the period from the Closing  Date through the
          day that Seller's employment with Purchaser is terminated,
          provided that nothing herein contained shall be construed as
          preventing Seller from investing his personal assets in such form
          or manner as will not require any services on his part in the
          operation of the business of the companies in which such
          investments are made.

               2.   If the Purchaser elects to terminate the employment
          arrangement with Seller under the terms of Section 9 (i) of the
          Employment Agreement, then Section 1 of this Non-Competition
          Agreement shall be null and void.

               3.  Seller will keep confidential any trade secrets or
          confidential or proprietary information which are now known to
          him or which hereafter may become known to him as a result of his
          employment or other association with the Purchaser and shall not
          at any time, directly or indirectly, disclose any such
          information to any person, firm or corporation or use the same in
          any way other than in connection with the business of the
          Company.  Upon the termination of his employment with the
          Purchaser, Seller agrees to return to the WG CONTROLS all copies
          of any trade secrets or confidential or proprietary information
          of the WG CONTROLS that are in his possession or under his
          control to the Purchaser.

               4.  In consideration of the foregoing, the Purchaser agrees
          to pay Seller the sum of Two Hundred Thousand Dollars
          ($200,000.00) on the Closing Date.

               5.  The waiver by the Purchaser of a breach by Seller of any
          provision of this Agreement shall not operate or be construed as
          a waiver of any subsequent breach by him.

               6.  The rights of the Purchaser under this Agreement shall
          inure to the benefit of the Purchaser and the successors and
          assigns of the Purchaser and of WG CONTROLS and the obligations
          of the Purchaser under this Agreement shall be binding upon the
          successors and assigns of the Purchaser.

               7.  This Agreement shall be governed by and construed in
          accordance with the laws of the State of Illinois.
          
               8.   In the event that for any reason the Closing pursuant
          to the Purchase Agreement is not consummated, this Non-
          Competition Agreement shall be null and void.

               IN WITNESS WHEREOF, the parties have executed this Agreement
          as of the day and year first above written.




           SYNAPTX WORLDWIDE, INC. (PURCHASER)      JAMES M. GLEASON (SELLER)
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           /s/ Richard E. Hanik                     /s/ James M. Gleason
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           By: Richard E. Hanik, Secretary          By: James M. Gleason