TERMS AND CONDITIONS

THESE TERMS AND CONDITIONS GOVERN THE SALE OF ALL PRODUCTS AND SERVICES
("PRODUCTS") BY GlobTek ("SELLER") AND APPLY NOTWITHSTANDING ANY CONFLICTING,
CONTRARY OR ADDITIONAL TERMS AND CONDITIONS IN ANY PURCHASE ORDER OR OTHER
DOCUMENT OR COMMUNICATION ("PURCHASE ORDER") FROM BUYER. THESE TERMS AND
CONDITIONS MAY ONLY BE WAIVED OR MODIFIED IN A WRITTEN AGREEMENT SIGNED BY AN
AUTHORIZIED REPRESENTATIVE OF THE SELLER. NEITHER SELLER'S ACKNOWLEDGEMENT OF A
PURCHASE ORDER NOR SELLER'S FAILURE TO OBJECT TO CONFLICTING, CONTRARY OR
ADDITIONAL TERMS AND CONDITIONS IN A PURCHASE ORDER SHALL BE DEEMED AN
ACCEPTANCE OF SUCH TERMS AND CONDITIONS OR A WAIVER OF THE PROVISIONS HEREOF.

1.  ORDERS: Buyer must issue a Purchase Order or otherwise place an order by
means acceptable to Seller. Orders shall identify the Products, unit quantities,
part numbers, descriptions, applicable prices, ship to address and requested
delivery dates. All orders are subject to acceptance by Seller. No order may be
cancelled or rescheduled without Seller's consent.  Consent may be given by
Seller in its sole discretion. Seller reserves the right to add a Rescheduling
Fee should Seller deem applicable. Seller reserves the right to allocate sales
of Products among its customers in its sole discretion.

2.   RESTOCKING TERMS - Returning of stock items only: All claims must be made
within ten (10) days of receipt of goods. GlobTek must authorize all returns. No
return of product will be accepted without a GlobTek  Return Merchandise
Authorization (RMA) number.  All authorized  returns will be subject to a
minimum of 25% restocking charge* and buyer must pay return freight to GlobTek.
Parts must be in original condition and packaging.

*Custom items and/or dedicated production lots are not returnable.

3.   RETURNED MERCHANDISE: Replacement or credit will not be allowed for
products returned without prior consent.  No return of product will be accepted
without a GlobTek RMA number.  RMA requests for all goods that are found to be
not in compliance with Seller's specifications shall be  made according to
Seller's RMA procedure within thirty (30) days of invoice/shipment date.  All
RMA claims reported more than thirty (30) days after the invoice/shipment date
are eligible for return, replacement or credit at subject to Seller's Terms and
Conditions.  Seller will  not issue credit if the Product has been altered or
repaired by persons other than those authorized by Seller, become defective due
to acts of God or negligence, become defective due to being subjected to
abnormal conditions during installation, application or maintenance or if
warranty has expired.  Acceptance of Buyer's debit will not be made until
material has been received and evaluated by the Seller.  To determine the "Root
Cause of Failure", the product may be destroyed during evaluation.  If this
occurs all of the above Terms and Conditions will remain in effect. Seller shall
not be responsible for freight charges on shipments to or from Seller for
returns and/or replacements.

4.   PRICES: Prices shall be as specified by Seller and shall be applicable for
the period  specified in Seller's quote. If no period is specified, prices shall
be applicable for thirty (30) days. Notwithstanding the foregoing, prices shall
be subject to increase in the event of  an increase  in Seller's costs or other
circumstances beyond Seller's reasonable control. Prices are exclusive of taxes,
impositions and other charges, including: sales, use, excise, value added and
similar taxes or charges imposed by any government authority, international
shipping charges, forwarding agent's and broker's fees, consular fees, document
fees and import duties. If Seller shall be liable for or shall pay any of the
foregoing, Buyer shall pay  same to Seller in addition to the price of the
Products.

5   TERMS OF PAYMENT: Payment shall be net thirty (30) days from date of invoice
or as otherwise specified by Seller. Buyer agrees to pay the entire net amount
of each invoice from Seller pursuant to the terms of each such invoice without
offset or deduction. Orders  are subject to credit approval by Seller, which may
in its sole discretion at any time change the terms of Buyer's credit, require
payment in cash, bank wire transfer or  by official bank check and/or require
payment of any or all amounts due or to become due for Buyer's order before
shipment of any or any of the Products. If Seller believes in good faith that
Buyer's ability to make payments may be impaired or if Buyer shall fail to pay
any invoice when due, Seller may suspend delivery of any order or any remaining
balance thereof until such payment is made or cancel any order or any remaining
balance thereof,  and Buyer shall remain liable to pay for any Products already
shipped and all Products ordered by Buyer. Buyer agrees to submit such financial
information from time to time  as may be reasonably requested by Seller for the
establishment and/or continuation of credit terms. Checks are accepted subject
to collection and the date of collection shall be deemed the date of payment. 
Any check received from Buyer may be applied by Seller against any obligation
owing from Buyer to Seller, regardless of any statement appearing on or
referring to such check, without discharging Buyer's liability for any
additional amounts owing from  Buyer to Seller, and the acceptance by Seller of
such check shall not constitute a waiver of Seller's right to pursue the
collection of any remaining balance. Buyer shall pay interest on any invoice not
paid when due according to the due date at the rate of eighteen (18%) percent
annually or the highest rate allowable by law.  If Buyer fails to make payment
when due, Seller may pursue any legal or equitable remedies, in which event
Seller shall be entitled to reimbursement for costs of collection and reasonable
attorneys fees.

6.  REFUSED OR DAMAGED SHIPMENTS: All products returned to GlobTek due to
refusal of acceptance by buyer, without GlobTek authorization, will be  subject
to minimum of 25% restocking charge* and buyer must pay return freight to
GlobTek. Parts must be in original condition  and packaging. Seller takes extra
precautions to insure that shipments are made under the Highest Quality
Standards.   In the event a shipment is received in damaged condition, Buyer
shall contact the carrier to submit claim, keep Products in original boxes
pending carrier's inspection and place a replacement order with the Seller.

*Custom items and/or dedicated production lots are not returnable.

7.  FORCE MAJEURE: Seller shall not be liable for failure to fulfill the
obligations herein or for delays in delivery due to causes beyond its reasonable
control, including, but not limited to, acts of God, natural disasters, acts or
omissions of other parties acts or omissions of  civil or military authority,
Government priorities, changes in law, material shortages, fire, strikes,
floods, epidemics, quarantine restrictions, riots, war, acts of terrorism,
delays in transportation or inability to obtain labor or materials through its
regular sources. Seller's time for performance of any such  obligation shall be
extended for the time period of such delay or Seller may, at its option cancel
any order or remaining part thereof without liability, advising in writing
notice of such cancellation to Buyer.

8.   LIMITATION OF LIABILITIES:  BUYER SHALL NOT IN ANY EVENT BE ENTITLED TO,
AND SELLER SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, WITHOUT LIMITATION BUSINESS
INTERRUPTION COSTS, REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT COSTS, 
LOSS OF PROFIT OR REVENUE, LOSS OF DATA, PROMOTIONAL OR MANUFACTURING EXPENSES,
OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, EVEN IF SELLER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BUYER'S RECOVERY FROM SELLER  FOR
ANY CLAIM SHALL NOT EXCEED BUYER'S PURCHASE PRICE FOR THE PRODUCT GIVING RISE
SUCH CLAIM IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT,
WARRANTY OR OTHERWISE. SELLER SHALL NOT BE LIABLE FOR AND BUYER SHALL INDEMNIFY,
DEFEND AND HOLD SELLER HARMLESS FROM ANY CLAIMS BASED ON SELLER'S COMPLIANCE
WITH BUYER'S DESIGNS, SPECIFICATIONS OR INSTRUCTIONS, OR MODIFICATION OF ANY
PRODUCTS BY PARTIES OTHER THAN SELLER, OR USE IN COMBINATION WITH OTHER
PRODUCTS. GLOBTEK INC. WILL NOT BE LIABLE FOR THE SAFETY AND PERFORMANCE OF
THESE PRODUCTS IF UNAUTHORIZED USE, ACCESS AND/OR REPAIR. END USER SHOULD
CONSULT APPLICABLE UL, CSA OR EN STANDARDS FOR PROPER INSTALLATION INSTRUCTIONS.
GLOBTEK PRODUCTS ARE NOT AUTHORIZED FOR USE AS MISSION CRITICAL COMPONENTS IN
LIFE SUPPORT, HAZARDOUS ENVIRONMENT, NUCLEAR OR AIRCRAFT APPLICATIONS WITHOUT
PRIOR WRITTEN APPROVAL FROM THE CEO OF GLOBTEK INC. CONTENTS OF GLOBTEK
SPECIFICATIONS ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE.

9.   GENERAL: As used herein, terms appearing in the singular shall include the
plural and terms appearing in the plural shall include singular. No rights,
duties, agreements or obligations hereunder may be assigned or transferred by
either party, by operation  of law, merger or othe rwise, without the prior
written consent of the other. Any attempted or purported assignment shall be
void. Notwithstanding the foregoing, Seller's obligations under these Terms and
Conditions may be performed by divisions, subsidiaries or affiliates of Seller.
The obligations, rights, terms and conditions hereof shall be binding on the
parties hereto and their respective successors and assigns. The waiver of any
provision hereof or of any breach or default hereunder shall not be deemed a
waiver of any other provision hereof or breach or default hereunder. Any
provision hereof which is prohibited  or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof in that
jurisdiction or affecting the validity or enforceability of such provision in
any other jurisdiction. These Terms and Conditions shall be governed by and
construed in accordance with the laws of the State of New Jersey excluding any
law or principle, which would apply the law of any other jurisdiction. The
United Nations Convention on contracts for the International Sale of Goods shall
not apply to these Terms.