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                             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

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