PURCHASE AGREEMENT


     THIS  AGREEMENT,  effective as of September 1st, 1995, is made by and among
ICL.  CO.,  LTD., a corporation  organized and existing  under the law of Japan,
having its principal place of business at 26-7 Minami-oi 3-chome,  Shinagawa-ku,
Tokyo  140,  Japan  (hereinafter  referred  to as  'Purchaser'  ), and Glas Aire
Industries  Ltd., a corporation  organized and existing under the law of Canada,
having its principal place at 3137 Grandview  Highway,  Vancouver,  B.C. Canada,
V5M 2E9, Qualidux  Industrial(B.C.),  a corporation organized and existing under
the law of Canada,  having its  principal  place at 135 Riverside  Drive,  North
Vancouver,  B.C., Canada, V711 lT6, and Federation of Canadian  Manufacturers in
Japan, a corporation  organized and existing under the law of Japan,  having its
principal  place  at  3-2-5  Maihama,  Urayasu-shi,   Chiba  279,  Japan  (three
corporations hereinafter referred to as "Suppliers").

WITNESSETH:

     WHEREAS,  Purchaser is engaged in the  manufacture  of accessories of motor
vehicles in Japan,  WHEREAS,  Suppliers are engaged in Canada in the manufacture
of door visors for motor vehicles,

     WHEREAS,  Purchaser  desires to purchase from Suppliers certain door visors
for use in motor vehicles provided by Purchaser; and,

     WHEREAS,  Suppliers  desire to  manufacture  and supply the door  visors to
Purchaser.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. DEFINITIONS
        -----------

     As used in this  agreement,  the following  terms shall have the respective
meanings set forth below.

     1.1 "Door Visors" shall mean door visors for use in vehicles  and/or trucks
provided  by  Purchaser  whose door  visors are  manufactured  by  Suppliers  in
accordance  with General  Specifications  described in Exhibit A attached hereto
and  approved  samples  under  Section  3.2(ii) or such other door  visors  that
Purchaser and Suppliers may agree to include  within the scope of this Agreement
by specific  amendment  hereto,  which are to be purchased  or are  purchased by
Purchaser from Suppliers under this Agreement.

     1.2 "Service  Door Visors"  shall mean any Door  Visors,  or  subassemblies
designed for use with Door Visors which are to be purchased or are  purchased by
Purchaser  from  Suppliers  under  this  Agreement,  for  after-sale  service or
replacement of Door visors.

     1.3 "Products" shall mean a pair of Door Visors,  left side visor and right
side visor, and/or Service Door Visors.

     1.4 "General  Specifications"  shall mean the general  specifications which
identify  and  describe  the Door Visors to be  manufactured  by  Suppliers  and
purchased by Purchaser and which may be changed or modified from time to lime in
accordance with the applicable provisions of the Change Procedures Manual.

<PAGE>


     1.5  "Purchase  Procedures  Manual"  shall  mean  the  manual  prepared  by
Purchaser,  setting forth the procedures  and terms and conditions  that will be
applicable  in  connection  with the supply of Door Visors by Suppliers  and his
purchase by Purchaser under this Agreement.

     1.6 "Change Procedures Manual" shall mean the manual prepared by Purchaser,
setting forth the procedures and terms and conditions that will be applicable in
connection with in design or specifications of Door Visors.

     1.7 "Quality Assurance Manual" shall mean the manual prepared by Purchaser,
setting forth the  procedures  that will be  applicable  in connection  with the
quality  assurance  in  Suppliers'  manufacturing  of the Door Visors as well as
inspections  and quality  evaluations of Door Visors  required to be made by the
parties referenced in such manual.

     1.8 "Claim Procedures  Manual" shall mean the manual prepared by Purchaser,
setting forth the  procedures  that will be  applicable  in connection  with the
claim  procedures  regarding  the Affected  Deliveries  and  Defective  Products
(hereinafter defined in Section 9.1).

     1.9  "Field  Claim  Settlement  Procedures  Manual"  shall  mean the manual
prepared by Purchaser,  setting forth the procedures  that will be applicable in
connection with the claim and settlement  procedures  regarding the field claims
relating to Products.


     2. RELATIONSHIP OF THE PARTIES
        ---------------------------

     2.1 Purchaser  agrees to purchase from  Suppliers,  and Suppliers  agree to
manufacture and supply to Purchaser on a continuous basis in accordance with the
terms and conditions of this Agreement, Door Visors for use in motor vehicles or
trucks provided by Purchaser.

     2.2 Purchaser may designate,  with prior written  notice to Suppliers,  any
third  parties as agents for Purchaser  who provide  services  related to inland
and/or ocean  transportation,  export  and/or  import,  and/or  ordering of Door
Visors, and/or any other services designated by Purchaser.

     2.3 Glas Aire Industries, Ltd. shall be a major responsible corporation and
Supplier  under the  Purchase  Agreement,  the laws of Japan and the  commercial
agreement with Qualidux Industries(B.C.), secondary responsible corporation.

     2.4  Qualidux  Industrial(B.C.)  shall be a major  producer for Door Visors
requested by the Purchaser  and shall  maintain the level of quality as required
under the control and  administration of Glas Aire Industries,  Ltd., having the
obligation of complete financial support in case that Glas Aire Industries, Ltd.
has  difficulty  of  finance  for the  management  or  operation  of Door  Visor
production.

     2.5 When Glas Aire Industries,  Ltd. and Qualidux Industrial(P.C.) will set
up a joint  venture  company or  operation  for the  production  of Door  Visors
requested  by the  Purchaser,  Glas  Aire  Industries,  Ltd.  shall  be a  major
responsible corporation for any quality problems, any financial problems and any
managemental problems occurred between two corporations, no matter how the stock
share of the venture company will be held between two corporations.

     2.6  Federation  of Canadian  Manufacturers  in Japan shall be an agent for
both of Glas Aire Industries,  Ltd. and Qualidux  Industrial(B.C.) and assistant
for ICL for acceleration of this production project.




                                       -2-


<PAGE>


     3. MANUFACTURE AND SUPPLY OF DOOR VISORS
        -------------------------------------

     3.1 Suppliers shall manufacture the Door Visors to be supplied to Purchaser
hereunder,  in  accordance  with  the  General  Specifications  and the  samples
approved by Purchaser pursuant to Section 3.2 (ii).

     3.2 The samples of Door  Visors  shall be  manufactured  by  Suppliers  and
approved by Purchaser in accordance with the following procedures.

          (i)  Suppliers  shall  manufacture  in  accordance  with  the  General
     Specifications,   and  test   evaluate  in  accordance   with   Purchaser's
     instructions,  and deliver to Purchaser, together with information and data
     regarding the results of such test and evaluation by Suppliers,  samples of
     the Door Visors for  Purchaser's  final  evaluation  and approval,  in such
     numbers and at such times as may be agreed upon by Purchaser and Suppliers.

          (ii) Purchaser  shall notify  Suppliers of its approval or disapproval
     thereof in writing.  If Purchaser  disapproves  of the  samples,  Purchaser
     shall provide Suppliers with the reasons therefor, and Suppliers shall take
     all necessary corrective actions to obtain Purchaser's approval.

     3.3 Suppliers  agree to make no change in the design or  specifications  of
Door Visors,  unless such  proposed  changes are  communicated  to Purchaser and
Purchaser agrees to such changes in accordance with Section 3.4.

     3.4 Changes in Door Visors requested by Purchaser or initiated by Suppliers
shall be processed between Purchaser and Suppliers in accordance with the Change
Procedures Manual.

     3.5 If  determined  by Purchaser to be necessary  for the  manufacture  and
supply of Door  Visors.  Purchaser  may furnish  Suppliers  with such  necessary
special tools at Purchaser's costs, subject to the terms and conditions mutually
agreed upon by both parties.

     4. PURCHASE PROCEDURES
        -------------------

     4.1 As an aid to  Suppliers  in planning  its  manufacture  of Door Visors,
Purchaser  shall  provide  Suppliers  with good  faith  estimates  of  purchases
anticipated to be made by Purchaser  during a specified future period of Lime as
agreed between  Purchaser and Suppliers,  which  estimates shall be set forth in
each  purchase  order issued by Purchaser to Suppliers  pursuant to Section 4.2,
provided that such estimates shall not be binding on Purchaser.

     4.2 Unless  otherwise  agreed in writing,  for the purpose of ordering Door
Visors , Purchaser  shall issue a purchase  order to Suppliers  containing (i) a
firm order for Door Visors for a specified  period as agreed  between  Purchaser
and  Suppliers  and (ii) a requested  delivery  date for such Door Visors.  Each
purchase  order  shall be sent by  telex or  facsimile,  at 20 days  before  the
requested  date of delivery of Door Visors by  Suppliers to  Purchaser,  and two
copies of each such purchase order duly signed by Purchaser shall be immediately
mailed by Purchaser to Suppliers.

     4.3 Suppliers shall notify Purchaser, by telex or facsimile, within five(5)
business  days from the date of the  purchase  order,  whether or not  Suppliers
accept such  purchase  order and one copy of each  purchase  order shall be duly
counter-signed  and  immediately  returned by Supplier to  Purchaser.  Suppliers
shall accept any purchase order if the  quantities of the Door Visors  specified
in such purchase  order do not grossly  exceed the  estimated  quantities of the
Door  Visors  specified  in the  purchase  order  last  issued by  Purchaser  to
Suppliers pursuant to Section 4.2.

                                      -3-

<PAGE>


     4.4 Each  individual  purchase  agreement  for the Door Visors shall become
effective  between  Purchaser  and  Suppliers  upon the  acceptance  by telex or
facsimile by  Suppliers,  in  accordance  with Section 4.3. of a purchase  order
issued by Purchaser pursuant to Section 4.2.

     4.5 If, at any time during the term of this Agreement, Suppliers are unable
to  manufacture  and supply the full amount of the total quantity of Door Visors
specified in the  applicable  purchase order issued by Purchaser and accepted by
Suppliers,  then,  Suppliers will promptly advise Purchaser of the situation and
steps,  if any,  which  Suppliers  propose to take to correct the  deficiencies.
Purchaser  shall discuss with Suppliers and determine the quantity which will be
supplied  to  Purchaser,  the  delivery  schedule,  and the  manner and means of
delivery  to  Purchaser.   giving  due  consideration  to  such  situation,  the
Suppliers'  proposal  on  the  steps  to be  taken  and  the  results  of  such,
discussion.  Purchaser and  Suppliers  shall be bound by such  determination  of
Purchaser.

         4.6 Notwithstanding Section 4.5, the amount of all additional costs and
any loss or damage incurred by Purchaser  resulting from  Suppliers'  failure to
deliver Door Visors in accordance  with the applicable  purchase order issued by
Purchaser and accepted by Suppliers, shall be borne by Suppliers and in the case
of any loss or damage, promptly paid by Suppliers to Purchaser upon demand.

         4.7 The  details  of  purchase  procedures  for Door  Visors  including
manners of packing,  packaging and loading of Door Visors, and the quantities of
Door Visors of which each  quantity  of Door  Visors to be ordered by  Purchaser
hereunder  shall be in multiples  shall be set forth in the Purchase  Procedures
Manual.

     5. PRICE AND PAYMENT
        -----------------

     5.1 Unless otherwise agreed in writing, the price for a pair of Door Visors
shall be quoted in U.S. dollars on FOB designated Warehouse basis.

     5.2 The price for Door  Visors is set forth in  Exhibit  B. All  changes of
such a price and the effective  date thereof  shall be agreed and  determined by
both parties in writing.

     5.3 The price for Door Visors listed in each individual  purchase agreement
effected  under  Section  4.4  shall be the  price in  effect  at the time  such
purchase order is issued by Purchaser pursuant to Section 4.2.

     5.4 Changes of the price for Door Visors that become  necessary  because of
changes  in the  design  or  specifications  of  Door  Visors  shall  be made in
accordance with the Change Procedures Manual.

     5.5 Unless  otherwise  agreed in writing,  payment for Door Visors shall be
made in U.S. dollars by telegraphic  transfer  remittance to the bank designated
by Suppliers within thirty(30) days after shipment of Door Visors from warehouse
of Suppliers to Purchaser  and the receipt of original or copy of Bill of Lading
by the Purchaser.

     5.6 Payment for tooling cost  invested by Suppliers  for the  production of
Door Visors shall not be  reimbursed  to  Suppliers  without the quality of Door
Visors approved by Purchaser.




                                       -4-


<PAGE>


     6. DELIVERY 0F DOOR VISORS
        -----------------------

     6.1 Unless  otherwise  agreed in  writing,  the  delivery of Door Visors by
Suppliers to Purchaser  shall be made on FOB Warehouse of Glas Aire  Industries,
Ltd. The entire property,  control,  beneficial ownership and legal title in and
to such  Door  Visors  and the risk of loss and  damage  thereof  will pass from
Suppliers to Purchaser, after loading of the Door Visors on truck or railroad at
the warehouse of Glas Aire Industries, Ltd.

     6.2 Suppliers shall pack,  package,  and load Door Visors in the manner set
forth in the Purchase Procedures Manual.

     6.3 Suppliers  may be requested to have an export  function of the shipment
to Japan for certain periods or  tentatively,  in order to accelerate the export
procedures  to  Japan,  having  the  responsibility  for the  shipment  from the
warehouse of Glas Aire to a  designated  port  warehouse  which will be informed
before the shipment will be started.

     7. SERVICE DOOR VISORS
        -------------------

     7.1  Purchaser  and Suppliers  shall  determine  the items that  constitute
Service  Door  Visors,  the prices for  Service  Door Visors and other terms and
conditions  applicable  thereto,  and shall prepare and sign a written agreement
specifying such determinations.

     7.2  Immediately  after the  signing of the said  written  agreement  under
Section 7.1,  Suppliers  furnish  Purchaser  with  descriptions  and drawings of
Service Door Visors  including data and information  necessary for after-sale by
Purchaser.

     7.3 If and when  Purchaser  ceases  to use any Door  Visors  or any part or
subasssembly thereof on the vehicles provided by Purchaser, or this Agreement is
terminated or expires, Suppliers agree to provide Service Door Visors in meeting
the future service  requirements  of Purchaser for a period of three  continuous
years thereafter.

     8. QUALITY ASSURANCE
        -----------------

     8.1 In accordance with Quality  Assurance  Manual,  Suppliers shall measure
the Door  Visors and assure  that the Door  Visors  are in  compliance  with the
General Specifications and shall further take all steps necessary to ensure that
the level of  quality  of the Door  Visors  is no less than that of the  samples
approved under Section 3.2 (ii).

     8.2 Before delivery,  Suppliers shall inspect the Door Visors in accordance
with the Quality  Assurance  Manual.  Suppliers shall maintain  adequate records
regarding its quality  control  inspections and shall submit the results of such
inspections to Purchaser from time to time as required by the Quality  Assurance
Manual.  In addition to the  foregoing  records,  Suppliers  will  establish and
maintain a  record-keeping  system which provides  Suppliers with the ability to
trace any defects to a specific period of manufacture.

     8.3  Purchaser  may,  at any time  during the  ordinary  business  hours of
Suppliers,  audit and  inspect in  accordance  with  Quality  Assurance  Manual,
materials,  the manufacturing and assembling process, molds, tools and dies, and
facilities to be utilized for the  manufacture of Door Visors at the premises of
Suppliers before delivery thereof to Purchaser.

     8.4 Unless otherwise indicated by Purchaser, Purchaser will not perform any
inspection of Products after the delivery thereof.

                                      -5-

<PAGE>


     9. CLAIM PROCEDURES
        ----------------

     9.1  If  Purchaser  should  discover  any  misdelivery  or  short  delivery
("Affected Delivery"), or any defective or malfunctioning Products, or any loss,
damage, discrepancy or non-conformity of any kind("Defective Products") prior to
such time as the vehicle on which the Door Visors have been installed passes the
Purchaser's  final  inspection or such time as Service Door Visors are installed
on  a  vehicle,  Purchaser  shall  determine  and  shall  notify  Suppliers,  in
accordance with the Claim Procedures Manual, (i) whether Suppliers shall replace
or supplement  such Affected  Delivery at Suppliers'  cost, or grant Purchaser a
credit, or (ii) whether Suppliers shall replace or repair the Defective Products
at Suppliers'  cost,  grant  Purchaser a credit,  or bear the costs and expenses
incurred by Purchaser in repairing  the  Defective  Products,  all in accordance
with the Claim Procedures Manual. Thereupon,  Suppliers shall follow Purchaser's
instructions contained in such notification.

     9.2 After such time as the vehicle on which Door Visors have been installed
passes the Purchaser's  final inspection or such time as Service Door Visors are
installed on a vehicle, all claims(including claims based on the warranty policy
determined  by  Purchaser)  with respect to the said Door Visors or Service Door
Visors shall be settled  between  Purchaser and Suppliers in accordance with the
Field Claim Settlement Procedures Manual.

     10. WARRANTY
         --------

     10.1  Suppliers  warrant that  Products  supplied and  purchased  hereunder
shall;  i) be of good material and  workmanship,  and free from defect in design
and manufacture,

          ii)   conform  to  the   specification   described   in  the   General
     Specifications,  or  descriptions  and  drawings  furnished by Suppliers to
     Purchaser pursuant to Section 7.2, and

          iii) be of the same or higher level of quality as the approved samples
     under Section 3.2(ii).

     11. FORMALITIES
         -----------

     11.1 Purchaser shall take the necessary  steps to satisfy the  requirements
of laws,  regulations  or  governmental  orders  relating  to Door Visors in the
countries where the vehicles on which Door Visors have been installed,  are sold
to and/or used by customers.  Upon  Purchaser's  request,  Suppliers shall fully
cooperate with Purchaser in taking such necessary steps.

     12. PRODUCT LIABILITY
         -----------------

     12.1  Purchaser  and Suppliers  each agrees to  indemnify,  defend and hold
harmless the other from and against any liabilities,  claims and demands arising
out of the death of or injury to any person or damage to any property alleged to
have resulted from a defect in or malfunction  of any of the products,  provided
such alleged defect or malfunction  resulted from or arose out of the activities
performed by such party in  fulfilling  its  respective  obligations  under this
Agreement.

                                      -6-

<PAGE>


     12.2 With respect to any actual, potential, or threatened product liability
claim,  action, or proceeding  relating to any Products("PL  CLAIM"),  Suppliers
shall; (i), in case of a PL Claim against Suppliers,  communicate with Purchaser
from time to time and observe the instructions of Purchaser.,  and, in case of a
PL Claim against Purchaser,  cooperate with Purchaser in investigating the facts
and  circumstances  surrounding  the PL claim and in litigating the  matter;(ii)
refrain from taking positions  adverse to the interests of Purchaser;  and (iii)
not  institute  any  claim,  action,  or  proceeding,   whether  by  crossclaim,
third-party claim, interpleader, or otherwise, against Purchaser.

     12.3 Each of the parties  agrees not to  disclose to any third  parties any
information  with respect to the  arrangements  effected  under this Article 12,
except  as may be  required  as a matter of law or in any  judicial  proceedings
involving such party.

     13. RECALL
         ------

     13.1 In the event that an inquiry or  investigation is made as to Purchaser
and/or Suppliers by any government or governmental  agencies with respect to any
defect in any Product,  Suppliers  shall  cooperate  with Purchaser to deal with
such inquiry or investigation,  shall follow  instructions given by Purchaser to
Suppliers  and  shall  provide  Purchaser  with  technical  materials  and other
information  requested by such government or governmental agencies or considered
by Purchaser to be necessary in dealing with such inquiry or investigation.

     13.2 In the event that any defect in any Product is  discovered  during the
course of an  inquiry or  investigation  under  Section  13.1 or a test or other
measures  conducted by Purchaser,  Purchaser shall  determine  whether or not to
recall such Product. In case Purchaser determines to do so, Purchaser shall also
determine the timing,  method and other matters  necessary for such recall,  and
the sharing of expenses  for  carrying  out such recall  between  Purchaser  and
Suppliers and Suppliers agrees to be bound by Purchaser's determination.

     14. GENERAL, PROVISIONS
         -------------------

     14.1 Confidentiality

     During the term of this Agreement and for five years after The  termination
thereof,  both  parties  shall hold  confidential  and shall not disclose to any
third party any of the  information  and data furnished by the other party under
this Agreement.

     14.2 Patents

         Suppliers  will  defend,  protect,  and hold  harmless  Purchaser,  its
successors,  assigns,  purchasers,  and users of Products, against all suits, at
law or in  equity,  and from all  damages,  claims,  and  demands  for actual or
alleged infringement of Japanese or foreign patents by reason of the use or sale
of the  Products  at any place in the world,  unless  such  infringement  arises
solely from the use of any technical  information or design which  Purchaser may
have provided to Suppliers in connection with Products.

     14.3 Prohibition

     Suppliers shall not execute any sales, transaction or grant of Door Visors,
designs and specification to any third party without  permission of Purchaser in
writing.

                                      -7-

<PAGE>

     14.4 Force Majeure

     Any party to this  Agreement  shall notify the other party without delay if
all or part of its responsibilities under this Agreement cannot be performed due
to an  act  of  God,  war,  riot,  revolution,  change  or  abolition  of  laws,
governmental order or restriction, strike or other dispute, traffic accident, or
other  force  majeure,  and such party  shall be  relieved  of  performing  such
responsibilities  for the  period  during  which such  force  maieure  situation
exists.  Such party shall exert its best efforts to neutralize  the effect of or
eliminate such force majeure situation as soon as possible.

     14.5 Term

     This  Agreement  shall come into force on the date first above written and,
unless earlier  terminated as provided in this Agreement,  shall remain in force
until  August 31,  1996.  This  Agreement  shall be  automatically  renewed  for
successive  one(1) year  period,  unless  either  party gives to the other party
written notice of its intention not to renew this Agreement by registered letter
at least five (5) months prior to the expiration of the relevant term.

     14.6 Termination

     (i) This Agreement may be terminated at any time by either party:

          (a) if the other party defaults in the performance of any provision of
     this  Agreement  and such  default  continues  unremedied  for a period  of
     forty-five(45) days after notice in writing thereof;

          (b) if Isuzu  Motors,  LTD.  Japan does not  provide  or  produce  any
     vehicles in and/or for markets of Japan or any other countries.


     (ii) If any of the  following  events  occur  with  respect  to  Suppliers,
Purchaser may,  without  serving on Suppliers any notice of demand,  immediately
terminate this Agreement and/or any individual purchase agreement effected under
Section 4.4, by serving on Supplier written notice of termination:


          (a) If the property of Suppliers is subject to attachment, provisional
     attachment,   provisional   disposition,   disposition   by  public   sale,
     disposition for failure to pay taxes or any other similar  disposition by a
     public authority;  or if Suppliers file a petition or have a petition filed
     against  it  by  any  person  for   corporate   rehabilitation,   corporate
     reorganization, bankruptcy, or sale by public auction;


          (b)  If  any  note  or  draft  issued  or  accepted  by  Suppliers  is
     dishonored,   or  Suppliers   becomes   unable  to  make  payments  on  its
     obligations;


          (c) If Suppliers  undertake a reduction of capital,  a dissolution,  a
     transfer  of all or an  important  portion  of its  business  or a material
     alternation  or  abandonment  of  its  business;   provided  that,  when  a
     resolution of the general  meeting of shareholders is required to undertake
     one of the above acts,  this  Agreement may be terminated at any time after
     such resolution is adopted;

                                      -8-

<PAGE>

          (d) If a serious change arises in the assets,  financial  condition or
     business of Suppliers,  and the attainment of the purpose of this Agreement
     thereby becomes  impossible or Purchaser  reasonably  believes that it will
     become impossible.

     14.7 Survival Provisions

     The provision of Sections 7.3, 9.1, 9.2,  12.1,  12.2,  12.3,  13.1,  13.2,
14.1, 14.2,  14.11,  14.13 and 14.14 shall survive any expiration or termination
of this Agreement.

     14.8 Waiver

     The failure of any party hereto at any time to require  performance  by the
other party of any responsibility or obligation hereunder shall in no way effect
the full right to require such performance at any time thereafter. Nor shall the
waiver by any party of a breach of any provision  hereof  constitute a waiver of
any succeeding  breach of the same or other  provision nor shall it constitute a
waiver of the responsibility or obligation itself.

     14.9 Compliance with Law

     Except as otherwise  specifically provided in this Agreement,  .each of the
parties hereto shall be responsible for compliance with and for the obtaining of
such  approvals  as  may  be  required  under  such  national,  federal,  state,
provincial,  territorial,  and local laws, rules, executive orders, regulations,
and ordinances as may be applicable to its  performance of its  responsibilities
and obligations under this Agreement.

     14.10 Assignability

     This  Agreement  may not be assigned  by any party to any  person,  firm or
corporation,  nor may any party  transfer  or assign or attempt to  transfer  or
assign any right or transfer or delegate any obligation or responsibility  under
this  Agreement to any person,  firm or  corporation  without the prior  written
consent of the other party.

     14.11 Law, Construction, and Severability

     This Agreement shall be governed by and construed  according to the laws of
Japan.  Should any provision of this Agreement be deemed in  contradiction  with
the laws of any jurisdiction  where it is to be performed or  unenforceable  for
any reason,  such  provision  shall be deemed null and void,  but this Agreement
shall remain in force in all other respects.

     Should any provision of this Agreement be or become ineffective  because of
changes in applicable laws or  interpretations  thereof or should this Agreement
fail to include a provision that is required as a matter of law, the validity of
the other  provisions of this Agreement shall not be affected  thereby.  If such
circumstances  arise,   Suppliers  and  Purchaser  shall  negotiate  appropriate
modifications  to this  Agreement to reflect  those changes that are required by
law.

     The table of contents,  Section,  Article,  and paragraph  headings in this
Agreement are for the  convenience of the parties and shall not be considered in
any question of interpretation or construction of this Agreement.

     14.12 Governing Language

     This  Agreement  and  all  other  agreements,  documents,  books,  manuals,
schedules,  and notices that are referred to herein or supplementary  hereto are
to be prepared or furnished in the English language.

                                      -9-

<PAGE>


     14.13 Disputes

     Any and all disputes concerning questions of fact or law arising from or in
connection with interpretation,  performance,  non-conformance or termination of
this  Agreement  (including  the  validity,  scope,  or  enforceability  of this
Agreement to arbitrate) or any transaction  conducted under this Agreement shall
be settled by mutual consultation  between the parties in good faith as promptly
as possible, but failing amicable settlement, shall be finally settled under the
rules of  conciliation  and  arbitration  of the  Japan  Commercial  Arbitration
Association. Any such arbitration shall take place in Tokyo, Japan, and shall be
the sole method of dispute  solution.  Such  arbitration  shall be  conducted in
English.

     14.14 Sole Agreement

     This  Agreement  cancels and  supersedes  all  previous  agreements  of the
parties relating to the subject matter covered herein.

     There are no other agreements or understandings, either oral or in writing,
between the parties  affecting this Agreement or relating to the manufacture and
supply by Supplier or the purchase by Purchaser of Products, except as otherwise
specifically provided or referred to in this Agreement.

     14.15 Notices

     Except as otherwise specifically provided in any other agreement,  manuals,
or documents referred to in this Agreement,  any notice required or permitted to
be given under this Agreement shall be in writing.  Any such notice to Purchaser
shall be directed to and addressed as follows:

              Purchasing Department
              ICL. CO., LTD.
              3-26-7 Minami oi, Shinagawa-ku
              Tokyo, 140 Japan
              facsimile: O3-3763-6819

     Any such notice to Suppliers shall be directed to and addressed as follows:

              Glas Aire Industries Inc.
              3137 Grandview Highway
              Vancouver, B.C. Canada, V5M 2E9
              facsimile: 604-433-0221



     A notice  shall be either  delivered  to the address  aforesaid  or sent by
prepaid  registered or certified mail or sent by telex or facsimile and properly
confirmed by prepaid registered or certified mail.




                                      -10-


<PAGE>


     IN WITNESS  WHEREOF,  Purchaser and Suppliers have caused this Agreement to
be  executed in  duplicate  as of the day and Year set forth below by their duly
authorized officers.


ICL. CO., LTD.                                  GLAS AIRE\ NDUSTRIES, INC.

SIGN:      s/ Mitsuru Nagamuma                  SIGN:     /s/ Alex Y.W. Ding
      --------------------------------               ---------------------------

BY:   Mitsuru Nagamuma                          BY:   Alex Y. W. Ding
    ----------------------------------              ----------------------------

TITLE: Director, Purchasing                     TITLE:  President
      --------------------------------                 -------------------------

DATE:  First of September, 1995                 DATE:  First of September. 1995
       ------------------------                        ------------------------



QUALIDUX INDUSTRIAL(B.C.)
                                                
SIGN:     /s/ W. Bernie Ting                    As a witness for the production
      --------------------------                of Door Visors under cooperation
                                                among corporations:

BY:   W. Bernie Ting
    ----------------------------
                                                FEDERATION OF CANADIAN
                                                MANUFACUTURING IN JAPAN
TITLE:  General Manager
       -------------------------


DATE:   First of September, 1995                SIGN:   /s/ Brett Davis
        ------------------------                     ------------------


                                                BY:  Brett Davis
                                                     ---------------------------

                                                TITLE:  General Manager
                                                        ------------------------

                                                DATE:  First of September, 1995
                                                       -------------------------

                                      -11-