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                                                                   Exhibit 10.19

                           TERMS OF THE OFFERING

         The shares of Common Stock ("Shares"), par value $0.001, are being
offered without registration under the Securities Act of 1933, as amended (the
"Securities Act"), and the securities laws of certain states, in reliance on the
private offering exemption contained in Section 4(2) of the Securities Act and
on Regulation D of the Securities and Exchange Commission (the "SEC") thereunder
("Regulation D") and in reliance on similar exemptions under certain applicable
state laws.

         THE INVESTMENT CONTEMPLATED HAS A HIGH DEGREE OF RISK. PROSPECTIVE
INVESTORS MUST CONDUCT THEIR OWN EXTENSIVE DUE DILIGENCE TO DETERMINE THE
SUITABILITY OF AN INVESTMENT IN THE COMPANY FOR THEIR OWN PORTFOLIO.

                                  THE OFFERING

PRICE PER SHARE

         The price per Share (the "Per Share Price") will be $1.00 per share.

QUALIFICATION OF INVESTORS--ACCREDITED INVESTORS

         Shares are suitable only for long-term investment by persons who have
sufficient financial means to bear the risk of total loss of their investment in
the Company and who have no need for liquidity in their investment.

         Sales will be made only to individuals who at the time of sale are, or
whom the Company reasonably believes are, "Accredited Investors" within the
meaning of Regulation D promulgated by the SEC and similar provisions under
applicable state laws. Each Investor will be required to complete an Investor
Suitability Questionnaire and an agreement, which contains specific
representations regarding the Investor's status as an "Accredited Investor."

         The suitability standards referred to above represent minimum
suitability requirements for prospective investors and the satisfaction of such
standards by a prospective investor does not necessarily mean that the Shares
are a suitable investment for such prospective investor. The Company may make or
cause to be made such further inquiry and obtain such additional information as
it deems appropriate with regard to the suitability of prospective investors.
The Company reserves the right to modify, increase or decrease the suitability
standards and minimum investment with respect to certain investors in order to
comply with any applicable state or local laws, rules, regulations or otherwise.

         THE SUITABILITY STANDARDS DISCUSSED ABOVE REPRESENT MINIMUM SUITABILITY
STANDARDS FOR PROSPECTIVE INVESTORS. EACH PROSPECTIVE INVESTOR SHOULD DETERMINE
WHETHER THIS INVESTMENT IS APPROPRIATE FOR SUCH INVESTOR.

         The Company reserves the right to screen prospective investors and has
the right, in its sole discretion, to reject any prospective investor for any
reason.

         THE COMPANY WILL NOT OFFER OR SELL SHARES TO ANY PROSPECTIVE INVESTOR
WHO HAS NOT FILLED OUT, AS THOROUGHLY AS POSSIBLE, AN INVESTOR SUITABILITY
QUESTIONNAIRE.

PLAN OF DISTRIBUTION

         The Shares are being offered for sale by the Company. The Company is
required to pay the costs of qualifying the Shares, and the securities
underlying the Shares, under federal and state securities laws, together with
legal and accounting fees, printing and other costs in connection with this
Offering.

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         The Company may complete multiple sales of Shares, (the closing of
which are referred to herein as "Subsequent Closings" with each of the first
closing of a sale of Shares and the Subsequent Closings referred to herein as a
"Closing"). The capital contributed from investors at all Closings will not
exceed $5,000,000. Cash from all subscriptions received and accepted by the
Company, up to the Maximum Offering amount, will be immediately available to the
Company.

REGISTRATION OBLIGATION

         The Company will, not later than 90 days following the last Closing,
use its commercially reasonable efforts to effect a registration on Form S-3 for
the resale of shares of Common Stock offered hereby. The Company will bear all
expenses of registration (exclusive of underwriting discounts and commissions or
other selling expenses and fees of counsel of a selling shareholder). The
Company will be obligated to use its commercially reasonable efforts to keep
such registration effective for two years following the First Closing. In the
event that any holder of Common Stock sold in the Offering wishes to sell such
Common Stock pursuant to such registration, such holder will be required to give
the Company three (3) business days' notice of its intent to sell in reliance on
such registration, and such notice shall be deemed to constitute a
representation that any written information previously supplied by such holder
is accurate as of the date of such notice. Within three (3) business days
following such notice, the Company may require that such holder delay such sale
for a period not to exceed 60 days if the Company certifies in writing that such
delay is necessary because a sale pursuant to the registration statement in its
then-current form would not be in the best interests of the Company and its
stockholders due to disclosure obligations of the Company; provided, however,
that the Company will not be entitled to invoke its right to delay a sale more
than three times in any calendar year.

SUMMARY OF SUBSCRIPTION PROCEDURE

         Included with this Terms of the Offering is an Investor Suitability
Questionnaire. Each prospective investor should promptly complete, execute and
fax this Questionnaire to the Company at (702) 888-3219, attn: Elizabeth Gasper,
CFO of Borealis, 4070 Silver Sage Drive, Carson City, Nevada 89701. To subscribe
for Shares, Accredited Investors should send an executed copy of this Terms of
the Offering to the Company via fax at (702) 888-3219, or mail, 4070 Silver Sage
Drive, Carson City, Nevada 89701 attn: Elizabeth Gasper, CFO of Borealis, and a
cash payment in the form of a check, bank draft or money order payable to
"Borealis Technology Corporation" in the amount of the subscription or funds
wired per the following instructions:
<TABLE>
               <S>                       <C>
               To the account of:        Borealis Technology Corp.
               Account Number:           8290104127
               ABA Number:               121201694      
               Bank:                     U.S. Bank - Incline Village
               Address:                  Incline Village, NV  89450
               Phone:                    (702) 831-4780
</TABLE>
         All subscription documents should be returned whether executed or
unexecuted to Borealis Technology Corporation, 4070 Silver Sage Drive, Carson
City, Nevada 89701, Attn: Elizabeth Gasper.

         SUBSCRIPTION DOCUMENTS SUBMITTED TO THE COMPANY MERELY CONSTITUTE AN
OFFER TO INVEST IN THE OFFERING WHICH OFFER MAY BE ACCEPTED OR REJECTED BY THE
COMPANY IN ITS SOLE DISCRETION.


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                            DESCRIPTION OF THE SHARES

         The Shares being offered by the Company consist of Common Stock, $.001
par value.

COMMON STOCK

         As of May 22, 1998, there were approximately 5,879,148 shares of Common
Stock outstanding. The holders of Common Stock are entitled to one vote per
share on all matters to be voted on by stockholders. Subject to preferences that
may be applicable to any outstanding Preferred Stock, if any, the holders of
Common Stock are entitled to receive ratably such dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion out of
funds legally available therefor. The Company has never declared or paid any
cash dividends on its Common Stock. The Company currently intends to retain
future earnings, if any, to fund the development of its business and therefore
does not anticipate paying any cash dividends on its Common Stock in the
foreseeable future. Pursuant to a bank term loan, the Company is restricted from
paying cash dividends without the prior approval of the lender.

         In the event of a liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities, subject to prior rights of Preferred
Stock, if any, then outstanding. The Common Stock has no preemptive or other
subscription rights and there are no conversion rights or redemption or sinking
fund provisions with respect to such shares. All of the outstanding shares of
Common Stock are fully paid and nonassessable.



Borealis Technology Corp.              Investor Name:__________________________

____________________                   Signature:___________________________
Elizabeth J. Gasper
CFO

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