EQUITY AGREEMENT


      THIS EQUITY AGREEMENT (the "Agreement") is made effective as of  the
1st  day  of  November,  2002  by and between the  University  of  Florida
Research   Foundation,  Inc.  (hereinafter  called  "UFRF"),  a  nonstock,
nonprofit  Florida corporation, and GloTech Industries, Inc.  (hereinafter
called  "Licensee"  or  "GloTech"), a corporation organized  and  existing
under the laws of Delaware.

      WHEREAS,  UFRF  and  Licensee  have  entered  into  certain  License
Agreements  with respect to certain inventions owned by UFRF or  in  which
UFRF has a joint, undivided interest;

      WHEREAS, as an accommodation to Licensee, UFRF is willing to  accept
shares  of  common  stock of Licensee (the "Shares") in lieu  of  charging
Licensee certain fees under the License Agreements.

      NOW  THEREFORE,   in  consideration  of  the  mutual  covenants  and
agreements set forth below, the parties covenant and agree as follows:

Section 1.     Definitions

For the purpose of this Agreement, the Appendix A definitions shall apply.
Capitalized  terms used and not otherwise defined herein  shall  have  the
meanings assigned thereto in the License Agreements.

Section 2.     Issuance of Shares to UFRF; Closing Deliveries

     A.   Issuance of Shares

          (1)   On  the Effective Date of the License Agreements, Licensee
          shall  issue to UFRF 200,000 Shares, being equal to two  percent
          (2%)  of  the total number of issued and outstanding  Shares  of
          Licensee on the Effective Date prior to such issuance calculated
          on  a  fully diluted basis, and Licensee shall deliver, or cause
          to  be  delivered, to UFRF a stock certificate, duly  signed  by
          appropriate  officers  of Licensee and issued  in  UFRF's  name,
          representing all of the Shares required to be issued to UFRF.

          (2)   All  Shares  shall be fully-paid and  non-assessable  upon
          their  issuance to UFRF. UFRF's execution of this Agreement  and
          the  License  Agreements shall be deemed full consideration  for
          the  issuance of the Shares, and no additional consideration for
          such  Shares shall be due from UFRF. No Shares shall be  subject
          to   any   restrictions  on  their  transfer  other   than   the
          restrictions specified in Appendix C hereto.

     B.   Closing Deliveries


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          On   the   Effective  Date,  in  addition  to  the  certificates
          evidencing  the  Shares,  Licensee shall  deliver  to  UFRF  the
          following:

          (1)  a certificate from Licensee, dated as of the Effective Date
          and  signed  by  the  Secretary or  an  Assistant  Secretary  of
          Licensee, certifying that the attached copies of the Certificate
          of  Incorporation,  Bylaws of Licensee, and resolutions  of  the
          Board of Directors of Licensee approving the License Agreements,
          this  Agreement and the transactions contemplated  thereby,  are
          all  true, complete and correct and that such resolutions remain
          unamended and in full force and effect.

          (2)   an opinion of James A. Reskin, counsel to Licensee,  dated
          as  of  the  Effective Date and substantially  in  the  form  of
          Appendix F hereto.

Section 3.     Representations and Warranties

     A.   Representations and Warranties by Licensee

          Licensee represents and warrants to UFRF that:

          (1)    Licensee  is  a  duly  organized  and  validly   existing
          corporation  under  the laws of the State of  Delaware  adequate
          power  and authority to conduct the business in which it is  now
          engaged  or  currently proposed to be engaged, and  Licensee  is
          duly qualified to do business as a foreign corporation and is in
          good  standing  in  such  other states or  jurisdictions  as  is
          necessary  to  enable  it to carry on its business  or  own  its
          properties.

          (2)   There  are  no actions, suits, or proceedings  pending  or
          threatened  against  or  affecting  Licensee,  its  officers  or
          directors  in  their  capacity as such, its properties,  or  its
          patents   in   any   court  or  before   any   governmental   or
          administrative  agency,  which can  have  any  material  adverse
          effect on the business as now conducted or as currently proposed
          to  be conducted, on the properties, the financial condition, or
          income  of  Licensee, or the transactions contemplated  by  this
          Agreement  or  the  License Agreements and Licensee  is  not  in
          default under any order or judgment of any court or governmental
          or administrative agency.

          (3)  Licensee is not a party to any agreement or instrument,  or
          subject  to  any charter, bylaw, or other corporate restrictions
          materially  adversely  affecting its  business  and  operations,
          present  or  prospective, or its property, assets, or condition,
          financial or otherwise.

          (4)   Licensee  is not in default or breach in the  performance,
          observance, or fulfillment of any of the obligations, covenants,
          or  conditions contained in any bond, debenture, note, or  other
          evidence  of indebtedness or any contract or other agreement  of
          Licensee.

          (5)   This  Agreement  has been duly authorized,  executed,  and
          delivered  on behalf of Licensee and constitutes the  valid  and


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          binding  agreement of Licensee, enforceable in  accordance  with
          its  terms, and Licensee has full power and lawful authority  to
          issue,  sell,  and  repurchase  the  Shares  on  the  terms  and
          conditions herein set forth.

          (6)   Consummation  of  the transactions  contemplated  by  this
          Agreement  in compliance with provisions of this Agreement  will
          not  result  in  any breach of any of the terms, conditions,  or
          provisions of, or constitute a default under, or result  in  the
          creation of any lien, charge, or encumbrance on, any property or
          assets of Licensee pursuant to any indenture, mortgage, deed  of
          trust, agreement, corporate charter, bylaws, contract, or  other
          instrument to which Licensee is a party or by which Licensee may
          be  bound  or any law, rule, regulation, qualification, license,
          order or judgment applicable to Licensee or any of its property.

          (7)  Licensee is in compliance with all federal, state and local
          environmental  laws  and  there  are  no  conditions   currently
          existing or contemplated which are likely to subject Licensee to
          damages,  penalties, injunctive relief, removal costs,  remedial
          costs  or  cleanup  costs  under any  such  laws  or  assertions
          thereof.

          (8)  Attached hereto as Appendix B and hereby made a part hereof
          are  the  Articles  of Incorporation (including  any  amendments
          thereto)  and the Bylaws (including any amendments  thereto)  of
          Licensee in effect on the date hereof.

          (9)   Pursuant  to  its Articles of Incorporation,  Licensee  is
          authorized  to  issue  50,000,000 Shares,  of  which  10,000,000
          Shares  are  issued and outstanding.  All issued and outstanding
          Shares  are,  and the Shares issuable to UFRF will  be,  validly
          issued, fully paid and nonassessable, and are not subject to any
          preemptive  rights. There are no other authorized or outstanding
          Equity  Securities of any class, kind, or character,  and  there
          are  no  outstanding subscriptions, options, warrants, or  other
          agreements,  or  commitments obligating Licensee  to  issue  any
          additional  shares  of its capital stock of any  class,  or  any
          options  or  rights  with  respect thereto,  or  any  securities
          convertible  into any shares of stock of any class.   No  person
          has  any preemptive rights, rights of first refusal, "tag along"
          rights, rights of co-sale or any similar rights with respect  to
          the issuance of the Shares contemplated hereby.

          (10) Attached hereto as Appendix C and hereby made a part hereof
          is  a list of all restrictions on the transfer of any Shares  or
          other  securities  of  Licensee and all agreements  between  any
          shareholders  or convertible debt holders of Licensee  regarding
          the  valuation,  voting  or transfer  of  any  Shares  or  other
          securities of Licensee.

          (11) Attached hereto as Appendix D and hereby made a part hereof
          are  the unaudited financial statements of Licensee for the year
          ended  December 31, 2002.  These financial statements  are  true
          and complete and are in accordance with the books and records of
          Licensee.    As  of  the  date  of  the  most  recent  financial


<PAGE>

          statements  provided to UFRF under this Agreement, Licensee  has
          no  material liabilities, absolute or contingent, that  are  not
          reflected   in  such  financial  statements  except  obligations
          incurred  in  the  ordinary course of business and  the  License
          Agreements.

          (12)  Since  the  date  of the most recent financial  statements
          provided  to UFRF under this Agreement, there has been  no:  (a)
          material   adverse  change  in  the  condition,   financial   or
          otherwise, of Licensee other than changes in the ordinary course
          of  business;  (b)  damage or loss, whether or  not  covered  by
          insurance,   materially  and  adversely   affecting   Licensee's
          properties or business taken as a whole; and (c) declaration  or
          setting  aside, or payment of any dividend or other distribution
          in  respect  of the stock of Licensee or any direct or  indirect
          redemption, purchase or other acquisition of such shares.

          (13)  Licensee  has  timely filed all tax  returns  and  reports
          required to be filed by it. Licensee has timely paid all  taxes,
          interest  and  penalties required to be paid  pursuant  to  said
          returns or otherwise required to be paid by it.

          (14) Attached hereto as Appendix E is a true and complete record
          of  (i)  issued and outstanding Shares as of the Effective  Date
          and the holders thereof, and (ii) Shares issuable under options,
          warrants   or  other  convertible  equity  or  debt  instruments
          outstanding  as  of the Effective Date, whether vested  or  non-
          vested,  restricted  or unrestricted, the holders  thereof,  the
          exercise  price or conversion price therefor and an  outline  of
          all other material terms with respect thereto.

     B.   Representations and Warranties by UFRF

          UFRF represents and warrants to Licensee that:

          (1)   UFRF  is acquiring the Shares for investment for  its  own
          account and not with a view to resale or distribution within the
          meaning  of  the  Securities Act, and UFRF does  not  intend  to
          divide  its  participation with other or to resell or  otherwise
          dispose  of  all or any part of the Shares without  registration
          under the Securities Act, except to Licensee or unless and until
          it  determines  at some future date that changed  circumstances,
          not now in its contemplation, make such disposition advisable.

          (2)   This  Agreement  has been duly authorized,  executed,  and
          delivered  on  behalf  of  UFRF and constitutes  the  valid  and
          binding  agreement of UFRF, enforceable in accordance  with  its
          terms,  and UFRF has full power and lawful authority to  acquire
          the Shares on the terms and conditions herein set forth.

     C.   Survival and Timing of Warranties

          The  warranties and representation made in this Section 3  shall
          survive  the  closing  of any issuance of shares  to  UFRF.  The
          warranties and representations made in this Section 3  shall  be


<PAGE>

          true and correct as of the date of this Agreement and as of  the
          date the Shares are issued to UFRF.

Section 4.     Miscellaneous Covenants

     A.   Financial Statements and Other Information

          As  long  as  UFRF  owns any Equity Securities,  Licensee  shall
          promptly  provide to UFRF such Financial Statements,  amendments
          to  or  restatements of its Articles of Incorporation or Bylaws,
          stock  transfer  restrictions and agreements among  shareholders
          with respect to the valuation, transfer or voting of Shares  and
          amendments  thereto as may be effected from time  to  time,  and
          such  other  information respecting the business,  affairs,  and
          financial condition of Licensee as UFRF may reasonably  request.
          Financial Statements shall be provided within the time that such
          Financial  Statements are required to be provided to holders  of
          preferred  stock of Licensee.  UFRF's representatives may  visit
          and  inspect  any  of the properties, books and  information  of
          Licensee, upon reasonable notice, during business hours and in a
          manner not disruptive to the business of the Licensee.

     B.   Issuance of Shares/Options to Affiliates/Founders

          Licensee  shall  not  issue  any  Equity  Securities  (including
          Shares)  to  any  of  the  shareholders of  Licensee  listed  on
          Appendix  A attached hereto (the "Founders"), Affiliate  thereof
          or  Affiliate of Licensee for less than the fair market value of
          that  security.  Licensee shall have the burden of proving  that
          the  consideration  to  be paid for any such  Equity  Securities
          equals the fair market value of such Equity Securities issued.

     C.   Piggyback Registration Rights

          UFRF   shall  be  granted  the  same  incidental  or   piggyback
          registration rights that are granted to the purchasers of Series
          A  Common  Stock of Licensee and shall be made a  party  to  the
          registration rights agreement with the holders of such Series  A
          Common Stock.

     D.   Rule 144 Reporting

          With  a view to making available to UFRF the benefits of certain
          rules and regulations of the Commission which may permit UFRF to
          sell  securities of Licensee to the public without registration,
          Licensee agrees to:

          (1)   Make and keep public information available, as those terms
          are understood and defined in Rule 144 under the Securities Act,
          at   all  times  following  the  effective  date  of  the  first
          registration under the Securities Act filed by Licensee  for  an
          offering of its securities to the general public;



<PAGE>

          (2)   Use  its  best efforts to file with the  Commission  in  a
          timely  manner  all  reports  and other  documents  required  of
          Licensee  under the Securities Act and the Exchange Act  at  any
          time  following registration of any of its securities under  the
          Securities Act or Exchange Act; and

          (3)   So long as UFRF owns any Shares, furnish to UFRF forthwith
          upon  request  a  written  statement  by  Licensee  as  to   its
          compliance with the reporting requirements of Rule 144  (at  any
          time  following  the  effective date of the  first  registration
          statement filed by Licensee for an offering of its securities to
          the  general public), and of the Securities Act and the Exchange
          Act  following registration of any of its securities  under  the
          Securities Act or Exchange Act, a copy of the most recent annual
          or  quarterly  report of Licensee, and such  other  reports  and
          documents  so filed as UFRF may reasonably request  in  availing
          itself of any rule or regulation of the Commission allowing UFRF
          to sell any such securities without registration.

     E.   Transfer or Assignment of Registration Rights

          The  rights to cause Licensee to register the securities granted
          to  UFRF hereunder may be transferred or assigned by UFRF  to  a
          transferee  or  assignee  of  any of  UFRF's  Shares;  provided,
          however,  that  such  transfer  or  assignment  of  Shares   was
          permitted under this Agreement.

Section 5.     Termination

     A.   Unless terminated sooner by either party as provided below, this
     Agreement  shall terminate on the date that UFRF, after  having  been
     issued  Shares  hereunder, no longer owns any Equity  Securities.  If
     this  Agreement terminates automatically as provided in this  Section
     5.A,  the License Agreements shall remain in effect according to  the
     terms specified therein.

     B.    If Licensee at any time fails to timely issue Shares to UFRF on
     a  timely  basis,  or  otherwise commits a material  breach  of  this
     Agreement,  or  if any of the representations or warranties  made  by
     Licensee  are untrue in any material respect as of any date on  which
     they  are  required  to be true and correct, and  Licensee  fails  to
     remedy  any  such  breach or default within thirty  (30)  days  after
     written  notice  thereof by UFRF, UFRF may, at its option,  terminate
     either this Agreement, the License Agreements, or all of them.

Section 6.     Assignability

Except as set forth in Section 4.E, neither party may assign its rights or
obligations  under this Agreement, except that Licensee  may  assign  this
Agreement in connection with the sale of all or substantially all  of  the
assets  or  stock  of  the  Licensee, whether by  merger,  acquisition  or
otherwise,  if  the  successor assumes all of the  Licensee's  obligations
hereunder.



<PAGE>

Section 7.     Miscellaneous

This  Agreement  shall  be construed exclusively in  accordance  with  the
internal laws of the State of Florida.

Section 8.     Notices

Any  notice  required  to  be given pursuant to  the  provisions  of  this
Agreement  shall be in writing and shall be deemed to have been  given  at
the  earlier  of the time when actually received as a consequence  of  any
effective  method of delivery, including but not limited to hand delivery,
transmission by telecopier, or delivery by a professional courier  service
or  the  time when sent by certified or registered mail addressed  to  the
party for whom intended at the address below or at such changed address as
the party shall have specified by written notice, provided that any notice
of change of address shall be effective only upon actual receipt:

to UFRF:

University of Florida Research Foundation, Inc.
219 Grinter Hall
PO Box 115500
Gainesville, Florida   32611-5500
Attention:   President

with a copy to:

Office of Technology Licensing
University of Florida
3rd Floor Walker Hall
PO Box 115500
Gainesville, Florida   32611-5500
Attention:   Director

to Licensee:

Heinz Fraunhoffer, CEO
GloTech Industries, Inc.
2153 SE Hawthorne Road, Suite 112
Gainesville, Florida 32641

with a copy to:

James A. Reskin
Suite 1450, The Starks Building
455 South Fourth Avenue
Louisville, KY 40202



<PAGE>

Section 9.     Integration

This Agreement constitutes the full understanding between the parties with
reference to the subject matter hereof, and no statements or agreements by
or  between the parties, whether orally or in writing, except as  provided
for  elsewhere  in  this Section 9, made prior to or at the  signing  with
respect  to  the subject matter hereof, shall vary or modify  the  written
terms  of  this  Agreement.  Neither  party  shall  claim  any  amendment,
modification, or release from any provisions of this Agreement  by  mutual
agreement, acknowledgment or otherwise, unless such mutual agreement is in
writing, signed by the other party, and specifically states that it is  an
amendment to this Agreement.

      IN  WITNESS  WHEREOF,  the parties hereto have  duly  executed  this
Agreement on the dates indicated below.

"UFRF"
/s/ UNIVERSITY OF FLORIDA RESEARCH FOUNDATION, INC.



"LICENSEE"
GLOTECH INDUSTRIES, INC.

By: /s/ Heinz Fraunhoffer




<PAGE>


                                APPENDIX A

DEFINITIONS IN EQUITY AGREEMENT

"Shares" shall mean shares of Licensee's common stock, $.0001 par value
per share.

(2)  "License Agreements" shall mean the license agreements entered into
between UFRF and Licensee of even date herewith pertaining to each
Licensed Patent Group, as such term is defined in each License Agreement.

(3)  "Affiliate" shall mean any person who is related by blood or marriage
to any person or entity who owns more than twenty percent of the issued
and outstanding shares of Licensee or to any officer, director, or
employee of Licensee or any entity in which any such person has a direct
or indirect beneficial ownership interest or for which any such person
serves as a director, officer or employee.

(4)  "Financial Statements" shall mean a balance sheet, and the related
statements of earnings, stockholders' equity and cash flow as of the end
of the last fiscal year that has been completed when the statements are to
be provided to UFRF and a balance sheet and income statement as of the end
of the last fiscal quarter, which financial statements shall be in the
form and delivered at the time that such financial statements are
delivered to holders of preferred stock of Licensee.  Financial Statements
shall be true and complete and prepared in accordance with the books and
records of Licensee and with generally accepted accounting principles.

(5)  "Equity Securities" shall mean the Shares, any other capital stock of
Licensee (including preferred shares), and any securities of Licensee that
are convertible into capital stock of Licensee or that carry a right to
subscribe to or acquire capital stock of Licensee.

(6)  "Register," "Registered," and "Registration" shall refer to a
registration effected by preparing a filing a Registration Statement in
compliance with the Securities Act, and the declaration or ordering of the
effectiveness of such Registration Statement.

(7)  "Proportionate Share Percentage" with respect to UFRF, for purposes
of Section 4.B, shall mean the percentage derived by dividing the
aggregate Shares then owned by UFRF by the total number of issued and
outstanding Shares on an as-converted basis at such time.

(8)  "Securities Act" shall mean the Securities Act of 1933, as amended,
or any similar federal statute, and the rules and regulations of the
Securities and Exchange Commission issued under such act, as they each
may, from time to time, be in effect.

(9)  "Commission" shall mean the Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.

(10) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.


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APPENDIX B

                   ARTICLES OF INCORPORATION AND BYLAWS





<PAGE>


                                APPENDIX C

                            STOCK RESTRICTIONS


1.1   Restrictive Legend. Each certificate representing (i) the Shares and
(ii)  any other securities issued in respect of the Shares upon any  stock
split,  stock dividend, recapitalization, merger, consolidation or similar
event, shall (unless otherwise permitted by the provisions of Section  1.2
below)  be  stamped or otherwise imprinted with a legend in  substantially
the  following  form (in addition to any legend required under  applicable
state securities laws).

THE   SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,   OR
APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT   BE   SOLD,   MORTGAGED,  PLEDGED,  HYPOTHECATED  OR   OTHERWISE
TRANSFERRED  WITHOUT  AN EFFECTIVE REGISTRATION  STATEMENT  FOR  SUCH
SECURITIES  UNDER  THE SECURITIES ACT OF 1933, AS  AMENDED,  AND  ANY
APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION
FROM  THE  REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933,  AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

      Each  holder consents to Licensee's making a notation on its records
and  giving instructions to any transfer agent of the Shares in  order  to
implement  the restrictions on transfer established in this  Section  1.1.
Such legend shall be removed by Licensee from any certificate at such time
as  the holder of the Shares represented by the certificate satisfies  the
requirements of Rule 144(k) under the Securities Act, provided  that  Rule
144(k) as then in effect does not differ substantially from Rule 144(k) as
in  effect  as  of  the  date  of  this  Agreement  and  other  applicable
regulations do not then require such legend to be included on the  Shares,
and  provided further that Licensee has received from the holder a written
representation  that (i) such holder is not an affiliate of  Licensee  and
has  not  been an affiliate during the preceding three months,  (ii)  such
holder  has  beneficially owned the Shares represented by the  certificate
for  a period of at least two years, (iii) such holder otherwise satisfies
the  requirements of Rule 144(k) as then in effect with  respect  to  such
Shares,  and  (iv) such holder will submit the certificate  for  any  such
Shares  to  Licensee for reapplication of the legend at such time  as  the
holder becomes an affiliate of Licensee or otherwise ceases to satisfy the
requirements of Rule 144(k) as then in effect.

      1.2   Notice  of Proposed Transfers. The holder of each  certificate
representing Shares by acceptance thereof agrees to comply in all respects
with  the  provisions  of this Section 1.2. Prior to  any  proposed  sale,
assignment,  transfer or pledge of Shares, unless there  is  in  effect  a
registration  statement  under the Securities Act  covering  the  proposed
transfer, the holder thereof shall give written notice to the Licensee  of
such  holder's  intention  to effect such transfer,  sale,  assignment  or
pledge  in  sufficient detail, and shall be accompanied at  such  holder's
expense  by a written opinion of legal counsel who shall, and whose  legal
opinion shall, be reasonably satisfactory to the Licensee addressed to the
Licensee,  to the effect that the proposed transfer of the Shares  may  be


<PAGE>

effected  without registration under the Securities Act. Each  certificate
evidencing the Shares transferred as above provided shall bear, except  if
such  transfer  is made pursuant to Rule 144, the appropriate  restrictive
legend set forth in Section 1.1 above, except that such certificate  shall
not  bear  such restrictive legend if in the opinion of counsel  for  such
holder  and  Licensee such legend is not required in  order  to  establish
compliance  with  any  provisions of the  Securities  Act.  Prior  to  any
transfer  of  the  Shares  in  accordance  with  this  Section  1.2,  such
transferee  shall  execute  and  deliver a form  of  agreement  reasonably
acceptable  to the Licensee wherein the transferee agrees to be  bound  by
the provisions of this Appendix C.

      1.3   "Market Stand-Off" Agreement.  Each holder hereby agrees  that
during  a period, not to exceed 180 days, following the effective date  of
the  initial, effective registration statement of Licensee filed under the
Securities Act, it shall not, to the extent requested by Licensee and  any
underwriter, sell, pledge, transfer, make any short sale of,  loan,  grant
any option for the purchase of, or otherwise transfer or dispose of (other
than  to  donees  who  agree to be similarly bound) any  common  stock  of
License  held  by  it at any time during such period except  common  stock
included   in  such  registration;  provided,  however,  that  all   other
stockholders  with registration rights and all officers and  directors  of
Licensee enter into similar agreements on substantially similar terms.  If
requested  by  any underwriter, each holder shall execute and  deliver  to
such  underwriters  an  agreement in form reasonably  acceptable  to  such
underwriter evidencing the obligation described in this Section 1.4.

     In order to enforce the foregoing covenant, Licensee may impose stop-
transfer  instructions with respect to the Shares of each holder (and  the
shares  or  securities  of  every other person subject  to  the  foregoing
restriction) until the end of such period.

      1.4  Transfer to Competitor.  No holder shall transfer any Shares to
a  competitor  of  Licensee, as determined by the Board  of  Directors  of
Licensee in good faith.  This provision shall terminate after the  closing
of  the  sale  of Equity Securities of Licensee registers  pursuant  to  a
registration statement filed under the Securities Act.



<PAGE>


                                APPENDIX D

                           FINANCIAL STATEMENTS





<PAGE>


                                APPENDIX E

                  LIST OF STOCKHOLDERS AND OPTIONHOLDERS




See  attached copies of certificates representing all shares issued as  of
November 15, 2002, the Effective Date of this Agreement, including 200,000
shares  issued  to  the  University of Florida Research  Foundation,  Inc.
There  are no options, warrants or other instruments convertible to equity
or debt outstanding as of the Effective Date.


<PAGE>


                                APPENDIX F

                              FORM OF OPINION



<PAGE>