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 Supercrete is the owner of the Technology
(as hereinafter defined), and in conjunction therewith owns
the exclusive rights to manufacture, market, sell and
distribute the Additive (as hereinafter defined) throughout
certain countries of the world;
AND WHEREAS Supercrete is a wholly-owned
subsidiary of Stratford;
AND WHEREAS Globesat wishes to obtain from
Supercrete, and Supercrete has agreed to grant, the
exclusive rights to market, sell and distribute the Additive
in the Exclusive Territories (as hereinafter defined);
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;
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:
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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 xxxx "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 Territories" means those countries as set out in
Schedule "A" attached hereto to this Agreement;
"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 7.01 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
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.
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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
Territories. 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
Territories.
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 Territories, 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 Territories.
2.04 Stratford shall not knowingly market, sell or
distribute the Additive or Pre-Mix to any person outside of
the Exclusive Territories for import into the Exclusive
Territories. If Stratford learns that any of its
distributors or customers (other than Globesat) are
exporting such products into the Exclusive Territories, 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 Territories.
ARTICLE III - APPOINTMENT OF NON-EXCLUSIVE DISTRIBUTOR AND
RIGHT OF FIRST REFUSAL
3.01 During the term of this Agreement, and otherwise
subject to the terms and conditions contained herein,
Stratford hereby appoints Globesat as an authorized
distributor in respect of the Additive, with the right to
market, sell and distribute the Additive anywhere in the
world, except for Canada, the United States of America, the
Philippines, Greece and Macedonia. Globesat hereby accepts
such appointment.
3.02 During the term of this Agreement, if Stratford
agrees that upon notification in writing provided to
Stratford that Globesat has entered into a binding letter of
intent with a potential distributor or blender in respect of
the Additive, a copy of which Globesat must provide to
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Xxxxxxxxx, Xxxxxxxxx shall provide notification to its other
authorized suppliers that the proposed exclusive territory
named in such letter of intent proposed to be provided to
such distributor or blender has been claimed by Globesat.
3.03 Globesat shall have two (2)months, or such further
amount of time as Stratford and Globesat may mutually
agree, in which to formalize a distributor or blending
agreement with the potential distributor or blender, failing
which the proposed exclusive territory shall be available to
be claimed by any other authorized supplier of Stratford in
the same manner that Globesat was able to claim such
proposed exclusive territory.
ARTICLE IV - SUPPLY OF ADDITIVE AND PRE-MIX
4.01 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.
4.02 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
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.
4.03 (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 cost, acting
reasonably. Stratford agrees to provide with such
supporting documentation as may be to satisfy Globesat of
the amount of any
increase in Stratford's cost.
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(c) During the term of this Agreement and any
renewals, the purchase 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.
4.04 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 or
Greek manufacturing facilities, as the case may be.
4.05 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 any other person,
anywhere in the world, for an amount less than the amount at
which it sells Additive or Pre-Mix to Globesat hereunder.
4.06 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
any time.
4.07 Provided that the Technology is applied by
Globesat in a substantially correct manner (i.e., for grater
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.
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4.08 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.
4.09 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 V - PERFORMANCE AND PRODUCT DISTRIBUTION
5.01 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.
5.02 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.
5.03 Subject to Section 5.06 hereof, Globesat shall be
required to meet the following minimum purchase quotas
during the initial term of this Agreement:
(a) during the first two years of the term, Globesat
shall be required to purchase a minimum of one
million Dollars ($1,000,000) of Additive;
(b) during the third year of the term, Globesat shall
be required to purchase a minimum of one million
dollars ($1,000,000) of Additive;
(c) during the fourth year of the term, Globesat shall
be required to purchase a minimum of one million
dollars ($1,000,000) of Additive;
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(d) during the fifth year of the term, 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.
5.04 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.
5.05 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 Territories
upon thirty (30)day's written notice by Stratford to
Globesat specifying same. Notwithstanding the provisions of
Section 11.04 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.
5.06 In the event that Stratford is unable to supply
Globesat with sufficient Additive or Pre-Mix to meet any of
its 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 VI - ISSUANCE OF GLOBESAT SHARES
6.01 In consideration of the appointments of Globesat
hereunder, Globesat Holding Corp. shall cause to be issued
three hundred thousand (300,000) "restricted" shares in the
common stock of Globesat Holding Corp. to Stratford. Such
shares shall be subject to the provisions of Rule 144 of the
United States Securities Act of 1933 and a hold period of
two (2) years from the date hereof. Such shares shall be
issued by Globesat Holding Corp. no later than August 13,
1996, otherwise this Agreement
shall become null and void.
ARTICLE VII - TECHNICAL ASSISTANCE AND TRAINING
7.01 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
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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.
7.02 Stratford covenants and agrees that in respect of
each distributor arrangement, 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.
7.03 In the alternative to the provision of equipment
as provided in Section 7.02 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 or Pre-Mix of equal or greater value.
7.04 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
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.
7.05 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
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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 VIII - COVENANTS OF STRATFORD
8.01 Stratford warrants, covenants and agrees that it
has the right to enter into this Agreement and to grant to
Globesat the exclusive distributorship arrangements outlined
herein in the Exclusive Territories 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
Territories. 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.
8.02 Stratford covenants and agrees that it shall refer
all inquiries regarding the purchase of Additive or Pre-Mix
within any such Exclusive Territories to Globesat.
8.03 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.
ARTICLE IX - AGENTS
9.01 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.
9.02 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
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Stratford.
ARTICLE X - CONFIDENTIALITY
10.01 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.
10.02 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.
10.03 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.
10.04 The provisions of this Article X shall survive the
termination or non-renewal of this Agreement.
ARTICLE XI - TERM AND TERMINATION
11.01 This Agreement shall be for a term of five (5)
years (the "Initial Term"), unless otherwise terminated as
provided hereunder.
11.02 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 5.03, which shall provide for minimum
purchase quotas for each of the five years
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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 5.03, 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.
11.03 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.
11.04 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.
ARTICLE XII - GENERAL PROVISIONS
12.01 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:
0000 Xxxxx Xxxxxxx Xxxx
0xx Xxxxx
Xxxxxxxxxx, Xxxxxxx X0X 0X0
Attention: Mr. Xxxxxx Xxxxx
Facsimile No: (000) 000-0000
(b) if to Globesat:
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
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Attention: Xx. Xxx X. Xxxxxxxxxx
Facsimile No.: (000) 000-0000
(c) if to Stratford:
0000 Xxxxx Xxxxxxx Xxxx
0xx Xxxxx
Xxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Mr. Xxxxxx Xxxxx
Facsimile No.: (000) 000-0000
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.
12.02 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
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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.
12.03 This Agreement is not assignable by Globesat
without the prior written consent of Stratford, which
consent shall not be unreasonably withheld.
12.04 Unless otherwise indicated herein, all dollar
amounts referred to in this Agreement are in lawful money of
the United States of America.
12.05 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.
12.06 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.
12.07 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 which such
invalid or unenforceable provisions comprise an integral
part thereof or are otherwise clearly inseparable therefrom.
12.08 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.
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12.09 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.
12.10 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.
12.11 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/ Xxxxxx Xxxxx, Designated Signing Officer
GLOBESAT INFRASTRUCTURE TECHNOLOGIES CORP.
Per: /s/ Xxx X. Xxxxxxxxxx, President
STRATFORD ACQUISITION CORP.
Per: /s/ Xxxxxx Xxxxx, President
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Schedule "A" to the Supply and Distribution Agreement
made as of July 31st, 1996
between Supercrete N/A Limited,
Globesat Infrastructure Technologies Corp.
and Stratford Acquisition Corp.
EXCLUSIVE TERRITORIES
1. Argentina
2. Chile
3. Mexico
