GLOBUS INTERNATIONAL RESOURCES CORP, SB-2/A, 1998-06-18

GLOBUS INTERNATIONAL RESOURCES CORP
SB-2/A, 1998-06-18
GROCERIES, GENERAL LINE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1998.

REGISTRATION NO. 333-45225
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 2
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

GLOBUS INTERNATIONAL RESOURCES CORP.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
------------------------

<TABLE>
<S> <C> <C>
NEVADA 5141 88-0203697
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>

TWO WORLD TRADE CENTER, SUITE 2400
NEW YORK, NEW YORK 10048
(212) 839-8000
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
------------------------

SERGE PISMAN, PRESIDENT
TWO WORLD TRADE CENTER, SUITE 2400
NEW YORK, NEW YORK 10048
(212) 839-8000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
------------------------

COPY OF ALL COMMUNICATIONS TO:

GERALD A. ADLER, ESQ.
MARY P. O'HARA, ESQ.
BONDY & SCHLOSS LLP
6 EAST 43RD STREET, 25TH FLOOR
NEW YORK, NEW YORK 10017
(212) 661-3535
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.001(1)... 201,673 Shares $ 1.56 $ 314,609 $ 93.00
Common Stock, par value $.001(1)... 298,964 Shares $0.82125 $ 245,524 $ 72.00
Common Stock, par value $.001(2)... 256,134 Shares $ 2.50 $ 640,335 $ 189.00
Common Stock Purchase
Warrants(3)...................... 800,000 Warrants -0- -- --
Common Stock, par value $.001(4)... 800,000 Shares $ 3.625 $2,900,000 $ 856.00
-------------- ------------
Total......................... $4,100,468 $1,210.00
</TABLE>

(1) Represents Common Stock being offering by selling securityholder.

(2) Represents Common Stock reserved for issuance upon conversion of the
Convertible Note.

(3) Represents Common Stock Purchase Warrants, 500,637 of which are being
offered by the selling securityholder and 299,363 of which are issuable upon
conversion of the remaining balance of the Convertible Note.

(4) Represents Common Stock reserved for issuance upon exercise of the 800,000
Common Stock Purchase Warrants.

------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

________________________________________________________________________________

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED JUNE 18, 1998

PROSPECTUS

GLOBUS INTERNATIONAL RESOURCES CORP.

800,000 SHARES OF COMMON STOCK $.001 PAR VALUE,
256,134 OF WHICH UNDERLY 10% CONVERTIBLE NOTE;
800,000 COMMON STOCK PURCHASE WARRANTS,
256,134 OF WHICH UNDERLY 10% CONVERTIBLE NOTE;
800,000 SHARES OF COMMON STOCK, $.001 PAR VALUE,
UNDERLYING COMMON STOCK PURCHASE WARRANTS

This prospectus relates to 800,000 shares of common stock, par value $0.001
per share (the 'Common Stock'), 256,134 of which underly a 10% Convertible Note
(the 'Note') and 800,000 Common Stock Purchase Warrants (the 'Warrants'),
256,134 of which underly the Note, of Globus International Resources Corp. (the
'Company') being offered hereby by the holder thereof (the 'Selling
Securityholder'), as well as 800,000 Shares of Common Stock underlying the
Warrants, which are also being offered by the Selling Securityholder. (Shares of
Common Stock being registered herewith are referred to herein as the 'Shares').
The Shares and Warrants underlying the Note, as well as the Shares underlying
the Warrants, are issuable from time to time by the Company upon conversion of
the Note, or exercise of any or all of the Warrants, in whole or in part by the
holder thereof. The Note entitles the holder thereof to convert the Note into
the number of shares of Common Stock as is equal to the then outstanding
principal for which a conversion notice is given divided by the 'Conversion
Price', such price being the lesser of $2.50 per share or sixty-five percent
(65%) of the average closing bid prices of the Corporation's Common Stock as
reported on the OTC Bulletin Board for the five consecutive trading days
immediately preceding the Date for Conversion. The Note also entitles the holder
thereof to receive a Warrant, exercisable at $3.625 per share, for each Share of
Common Stock received in the Note conversion.

The Common Stock is traded on the Over-the-Counter Bulletin Board (the 'OTC
Bulletin Board').

------------------------

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF
RISK. SEE 'RISK FACTORS' BEGINNING ON PAGE 6 FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

------------------------

The Company will receive none of the proceeds from the sale of the Shares
or Warrants by the Selling Securityholder. The Company will bear all costs
relating to the registration of the Shares, which are estimated to be
approximately $90,000 'Plan of Distribution.'

------------------------

THE DATE OF THIS PROSPECTUS IS , 1998.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING SECURITYHOLDERS. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT
RELATES OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE
UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

------------------------
Prior to the date of this Prospectus, the Company was not subject to the
informational requirements of the Securities Exchange Act of 1934. The Company
intends to furnish its stockholders with annual reports containing financial
statements audited by its independent accounting firm, after the end of each
fiscal year, and such other periodic reports as the Company deems appropriate or
as may be required by law.

PROSPECTUS SUMMARY

The following summary should be read in conjunction with, and is qualified
in its entirety by, the more detailed information and the Company's financial
statements (including the notes thereto) appearing elsewhere in this prospectus.
Each prospective investor is therefore urged to read this prospectus in its
entirety. The securities offered hereby involve a high degree of risk, and the
conversion of the Note and subsequent issuance of the shares by the Company will
result in immediate, substantial dilution. This prospectus contains forward
looking statements that involve risks and uncertainties. The Company's actual
results could differ materially from those anticipated in these forward looking
statements as a result of certain factors discussed under the caption 'Risk
Factors.'

THE COMPANY

The Company is a full service distributor which exports dairy and meat
products, seafood, instant soups, deli products and other grocery items from the
United States and Europe to the Russian and Eastern European marketplace through
Globus Food Systems International Corp. ('Globus Foods'). The Company plans to
expand its distribution system in Russia, including the improvement of existing
warehouse facilities and development of new warehouses.

Shuttle International Ltd., the Company's wholly owned subsidiary, is
engaged in the distribution and exportation of non-food products such as auto
parts and clothing primarily to Russia and the Commonwealth of Independent
States ('CIS'), generally the same geographic areas involved with the Company's
food business.

The Company has a Russian-born, American corporate management team with
extensive experience in managing, operating and developing distribution
businesses in international and domestic markets. The Company's senior
management are Serge Pisman, Yury Greene and Herman Roth. See 'Management.'

The market for distribution and marketing of food products in the CIS and
Russia is highly competitive. The Company believes its main competitors are
major American companies such as Heinz'tm', Kraft'tm', General Foods'tm', and
Campbell'tm' which are currently in the marketplace. The Company has established
a distribution network which is expanding. The Company is seeking to increase
distribution of existing and newly introduced products in current markets. The
Company currently markets its food products through its distribution system in
over 30 cities in Russia and the CIS states. The products are sold to over 800
leading supermarkets and food stores in Moscow and other regions. In addition,
the Company attends most major trade shows in Russia and the CIS states and it
is featured in different trade publications and directories. The Company
believes that it enjoys an increasing awareness among Russian food and other
importers and distributors.

The Company was incorporated in Nevada on October 24, 1984. Its executive
offices are located at Two World Trade Center, Suite 2400, New York, NY 10048
and its telephone number is (212) 839-8000.

THE OFFERING

<TABLE>
<S> <C>
Securities Offered........................ 800,000 Shares of Common Stock, 256,134 of which underly, and are
issuable upon conversion of, the Note; 800,000 Warrants, 256,134 of
which underly, and are issuable upon conversion of, the Note; and
800,000 Shares underlying the Warrants. See 'Plan of Distribution.'*
Securities Outstanding Before the Offering
and the Conversion of the balance
remaining on the Note................... 5,049,497 shares of Common Stock; $500,000 10% Convertible Note (with
$130,000 balance remaining plus interest); options to purchase up to
900,000 shares of Common Stock in the aggregate issued to the
Company's officers.
</TABLE>

<TABLE>
<S> <C>
Securities Outstanding After the Offering
and the Conversion of the Note at the
assumed conversion price of $0.53 per
share................................... Approximately 5,305,631 shares of Common Stock; 800,000 Common Stock
Purchase Warrants*
Use of Proceeds........................... The Company will not receive any proceeds from the sale of Shares by
the Selling Securityholder or from the issuance of the Shares upon
the conversion of the Note. However, the Company will receive
forgiveness of all or a portion of the Note to the extent it is
converted into the Shares and the Warrants. If the Note is converted
in full at the maximum price, the Company will receive an additional
loan forgiveness of approximately $130,000.
Risk Factors.............................. An investment in the Shares and Warrants offered hereby involves a
high degree of risk and, therefore, the Shares and Warrants should
not be purchased by anyone who cannot afford the loss of their entire
investment. Prospective purchasers of the Shares should carefully
review and consider the factors set forth under 'Risk Factors' as
well as other information contained herein, before purchasing any of
the Shares or Warrants. See 'Risk Factors'.
</TABLE>

- ------------

* The number of Shares being registered and sold pursuant to this prospectus and
the registration statement of which it is a part is an estimate: all
calculations in this Prospectus have been made assuming a market price of
$0.82 per share (resulting in a conversion rate of $0.53 per share) and full
conversion of the Note into the Shares and Warrants underlying the Note. See
'Plan of Distribution.'

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth summary historical consolidated financial
data for the Company as at March 31, 1998 (unaudited), September 30, 1997 and
1996, for the six months ended March 31, 1998 and 1997 (unaudited), and for the
years ended September 30, 1997 and 1996. The summary historical financial data
as at and for the years ended September 30, 1997 and 1996 are derived from the
audited consolidated financial statements (and notes thereto) of the Company
included elsewhere in this Prospectus. The summary financial data as at March
31, 1998 and for the six months ended March 31, 1998 and 1997 are derived from
the unaudited consolidated financial statements (and notes thereto) of the
Company included elsewhere in this Prospectus which, in the opinion of
management, reflect all adjustments and accruals, consisting only of normal
recurring adjustments and accruals, necessary to present fairly the financial
statements of the Company as at March 31, 1998 and for the periods ended March
31, 1998 and 1997. The results for the six months ended March 31, 1998 and 1997
are not necessarily indicative of the results to be expected for the full year.
The summary historical consolidated financial data should be read in conjunction
with the consolidated financial statements (and notes thereto) and the Company
and 'Management's Discussion and Analysis of Financial Condition and Results of
Operations' included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE YEAR
ENDED MARCH 31, ENDED SEPTEMBER 30,
-------------------------- --------------------------
1998 1997 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Operating Data:
Net sales.......................... $11,058,062 $7,083,530 $15,389,452 $9,987,751
Cost of goods sold................. 10,174,397 6,490,783 14,012,761 9,392,550
Selling expenses................... 248,668 169,327 429,220 229,534
General and administrative
expenses......................... 351,826 210,683 611,154 448,545
Depreciation and amortization...... 92,089 38,452 109,624 14,461
Interest income.................... 24,505 21,186 44,554 44,611
Interest expense................... (294,203) (16,168) (32,244)
Other income....................... -- -- 5,487 --
Provision for taxes................ 82,264 85,500 118,244 6,662
Minority interest.................. -- 2,812 2,812 --
Net income (loss).................. (160,880) 90,991 128,640 (101,634)
Per Share Data:
Net income (loss) per common
share............................ $(0.03) $0.03 $0.03 $(0.04)
Average number of shares
outstanding...................... 4,643,816 3,483,772 3,729,065 2,546,000
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1997
---------- ------------- -------------
<S> <C> <C> <C>
Balance Sheet Data:
Working capital................................................. $4,033,729 $ 3,713,805 $ 3,026,109
Current assets.................................................. 7,301,501 5,762,544 4,726,124
Total assets.................................................... 7,736,332 6,210,912 4,799,950
Long-term obligations........................................... 22,300 12,921 181,342
Total liabilities............................................... 3,290,072 2,061,660 1,881,357
Accumulated deficit............................................. (171,485) (10,605) (142,057)
Total stockholders' equity...................................... $4,446,260 $ 4,149,253 $ 2,918,593
</TABLE>

RISK FACTORS

An investment in the Shares being offered hereby involves a high degree of
risk. Prior to making any investment decisions, prospective investors should
carefully consider the following factors, together with the other information
presented in this Prospectus including the Financial Statements (and notes
thereto).

LIMITED OPERATING HISTORY

The Company was incorporated on October 24, 1984 but has been active
primarily in the food exporting business for the past two and one half years and
inactive prior thereto for many years. The likelihood of success of the Company
must be considered in light of the problems, delays, expenses and difficulties
frequently encountered by a new enterprise, many of which may be beyond the
Company's control. The Company is subject to all of the risks inherent in the
creation of a new business and the development and marketing of products in a
competitive environment. No assurance can be given that the Company will
continue to be profitable. See 'Business' and the Company's financial statements
located elsewhere in this Prospectus.

RISKS RELATING TO EMERGING MARKETS

Substantially all of the Company's revenue is derived from operations in
emerging markets, where the Company's businesses are subject to numerous risks
and uncertainties, including political, economic and legal risks such as
unexpected changes in regulatory requirements, tariffs, customs, duties and
other trade barriers, difficulties in staffing and managing foreign operations,
problems in collecting accounts receivable, political risks, food and other
export and import restrictions or prohibitions, delays from customs brokers or
government agencies, seasonal reductions in business activity during the summer
months in Europe and certain other parts of the world, and potentially adverse
tax consequences resulting from operating in multiple jurisdictions with
different tax laws, which could materially adversely impact the Company's
business, results of operations and financial condition.

The political systems of many of the emerging market countries in which the
Company operates or plans to operate are slowly emerging from a legacy of
totalitarian rule. Political conflict and, in some cases, civil unrest and
ethnic strife may continue in some of these countries for a period of time. Many
of the economies of these countries are weak, volatile and reliant on
substantial foreign assistance. Expropriation of private businesses in such
jurisdictions remains a possibility, whether by an outright taking or by
confiscatory tax or other policies. There can be no assurance that the Company's
operations will not be materially and adversely affected by such factors or by
actions to expropriate or seize its operations. The success of free market
reforms undertaken in certain of the emerging market countries in which the
Company operates is also uncertain, and further economic instability may occur.
These factors may reduce and delay business activity, economic development and
foreign investment.

Legal systems in emerging market countries frequently have little or no
experience with commercial transactions between private parties. The extent to
which contractual and other obligations will be honored and enforced in emerging
market countries is largely unknown. Accordingly, there can be no assurance that
difficulties in protecting and enforcing rights in emerging market countries
will not have a material adverse effect upon the Company and its operations.
Additionally, the Company's businesses operate in uncertain regulatory
environments. The laws and regulations applicable to the Company's activities in
emerging market countries are in general new and subject to change and, in some
cases, incomplete. There can be no assurance that local laws and regulations
will become stable in the future, or that changes thereto will not adversely
affect the operations of the Company. See 'Business.'

RISKS RELATING TO RUSSIA AND THE CIS

Substantially all of the Company's revenue is derived from operations in
Russia and the CIS. Foreign companies conducting operations in the former Soviet
Union face significant political, economic, and legal risks.

Political. The political systems of Russia and the other independent
countries of the CIS, which are in a stage of relative infancy, are vulnerable
to instability due to the populace's dissatisfaction with reform, social and
ethnic unrest and changes in government policies. Such instability could lead to
events that could have a material adverse effect on the Company's operations in
these countries. In recent years, Russia has been undergoing a substantial
political transformation. During this transformation, legislation has been
enacted to protect private property against expropriation and nationalization.
However, due to the lack of experience in enforcing these provisions in the
short time they have been in effect and due to potential political changes in
the future, there can be no assurance that such protections would be enforced in
the event of an attempted expropriation or nationalization. Expropriation or
nationalization of the Company, its assets or portions thereof, whether by an
outright taking or by confiscatory tax or other policies potentially without
adequate compensation, would have a material adverse effect on the Company.

The various government institutions and the relations between them, as well
as the governments policies and the political leaders who formulate and
implement them, are subject to rapid and potentially violent change. For
example, the Constitution of the Russian Federation gives the president of the
Russian Federation substantial authority and any major changes in, or rejection
of, current policies favoring political and economic reform by the President may
have a material adverse effect on the Company. Furthermore, the political and
economic changes in Russia have resulted in significant dislocations of
authority. The local press and international press have reported that
significant organized criminal activity has arisen and high levels of corruption
among government officials exist where the Company operates. While the Company
does not believe it has been adversely affected by these factors to date, no
assurance can be given that the depredations or organized or other crime will
not in the future have a material adverse effect on the Company.

Economic. Over the past five years, the Russian government has enacted
reforms to create the conditions for a more market-oriented economy. Despite
some progress in implementing its reforms, including progress in reducing
inflation and stabilizing the currency and industrial production, there remains
generally rising unemployment and underemployment, high government debt relative
to gross domestic product and high levels of corporate insolvency. No assurance
can be given that reform policies will continue to be implemented and, if
implemented, will be successful. Nor can any assurance be given that Russia will
remain receptive to foreign trade and investment or that the economy will
improve.

In addition, Russia, the CIS and other emerging countries in which the
Company operates currently rely upon substantial financial assistance from
several foreign governments and international organizations. To the extent any
of this financial assistance is reduced or eliminated, economic development in
Russia, the CIS and other such countries may be adversely affected.

Russian and CIS businesses have a limited operating history in
market-oriented conditions. The relative infancy of the business culture is
reflected in the Russian banking system's undercapitalization and liquidity
crises. There have been concerns about rumors that many Russian banks continue
to have cash shortages. The Russian Central Bank has reduced bank reserve
requirements, in order to inject more liquidity into the Russian financial
system, but has stressed that it will not bail out the weaker banks. Many of
these banks are expected to disappear over the next several years as a result of
bank failure and anticipated consolidation in the industry. Letters of credit
issued by Russian banks are generally considered to pose a higher risk, and
Russian companies generally lack strong credit histories. Moreover, many
European and American manufacturers and distributers are reluctant to deal
directly with Russian companies due to such risks. A general Russian banking
crisis could have a material adverse effect on the Company's operations and
financial performance and on the viability of the Company's receivables.

Legal Risks. As part of the effort to transform their economies into more
market-oriented economies, the Russian and other CIS governments have rapidly
introduced laws, regulations and legal structures intended to give participants
in the economy a greater degree of confidence in the legal validity and
enforceability of their obligations. Risks associated with the legal systems of
Russia and the other independent republics of the CIS include (i) the untested
nature of the independence of the judiciary and its immunity from economic,
political or nationalistic influence; (ii) the relative

inexperience of judges and courts in commercial dispute resolutions and
generally in interpreting legal norms; (iii) inconsistencies among laws,
presidential decrees, government resolutions and ministerial orders; (iv)
frequently conflicting local, regional and national laws, rules and regulations;
(v) the lack of legislative, judicial or administrative guidance in interpreting
the applicable rules; and (vi) a high degree of discretion on the part of
government authorities and arbitrary decision making which increases among other
things, the risk of property expropriation. The result has been considerable
legal confusion, particularly in areas such as company law, commercial and
contract law, securities and antitrust law, foreign trade and investment law and
tax law. Accordingly, there can be no assurance that the Company will be able to
enforce its rights in any disputes with its joint venture partners or other
parties in Russia or the CIS or that its ventures will be able to enforce their
respective rights in any disputes with partners, customers, suppliers,
regulatory agencies or other parties in Russia or that the Company can be
certain that it will be found to be in compliance with all applicable laws,
rules and regulations.

RELIANCE ON KEY EXECUTIVES

The Company is heavily dependent upon the efforts and abilities of Serge
Pisman, Yury Greene, Herman Roth and Eric Piker. The loss of the services of any
of these individuals would have a material adverse effect on the Company's
business, financial condition and/or results of operations. Currently, the
Company has employment agreements with each of these key employees, but it does
not have key-man insurance on any of their lives.

COMPETITION

The Company's operates in an industry which is highly competitive, and the
diverse distribution channels in which the Company markets its products
frequently involve different competitive factors. Most companies which compete
with the Company have greater financial and other resources than the Company.
European and American manufacturers are desirous of marketing and distributing
their products and services to the former Soviet Union markets. The Company
believes its main competitors are major American companies with brands such as
Heinz'tm', Kraft'tm', General Foods'tm', and Campbell'tm' which are currently in
the marketplace. These companies have greater marketing, distribution,
financial, and other resources than the Company permitting such companies to
secure significant contracts and implement extensive advertising. No assurance
can be given that the Company will be able to successfully compete with such
other companies on a long term basis. See 'Business.'

SEASONALITY

The Company's product mix consists of food, clothing, automotive parts and
equipment. Sales of food products tend to increase during the months of October,
November and February. Sales of clothing, auto parts and equipment tend to
increase during the months of October, November and December. These increases
generally coincide with the observance of traditional religious and state
holidays.

SHARES ELIGIBLE FOR FUTURE SALE

years, is entitled to sell all such shares without regard to the volume
limitations, current public information requirements, manner of sale provisions
and notice requirements. The Company cannot predict how sales made pursuant to
Rule 144 would affect the prevailing market price of the shares of Common Stock.
See 'Shares Eligible for Future Sale.'

PENNY STOCK RULE

Trading in the Company's securities is conducted on the OTC Bulletin Board.
In the absence of the common stock being quoted on Nasdaq, or the Company having
$2 million in net tangible assets, trading in the common stock would be covered
by Rule 15g-9 promulgated under the Securities Exchange Act of 1934, as amended
(the 'Exchange Act') for non-Nasdaq and non-exchange listed securities. Under
such rule, broker-dealers who recommend such securities to persons other than
established customers and accredited investors must make a special written
suitability determination for the purchaser and receive the purchaser's written
agreement to a transaction prior to sale. In addition, such broker-dealers must
provide each customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. Securities are exempt from this rule if the market
price is at least $5.00 per share.

The Securities and Exchange Commission (the 'Commission') has adopted
regulations that generally define a penny stock to be an equity security that
has a market price of less that $5.00 per share, subject to certain exemptions.
Such exemptions include an equity security listed on Nasdaq and an equity
security issued by an issuer that has (i) net tangible assets in excess of $5
million, if such issuer has been in continuous operation for less than three (3)
years, (ii) net tangible assets in excess of $2 million if such issuer has been
in continuous operation for at least three (3) years, or (iii) average revenue
of at least $6 million for the preceding three (3) years. Unless an exemption is
available, the regulations require the delivery, prior to any transaction
involving a penny stock, of a disclosure schedule explaining the penny stock
market and the risks associated therewith. The Company's common stock is not
presently subject to the regulations on penny stock because the Company has net
tangible assets in excess of $2 million and has been in operation for at least
three years. However, if the Company's net tangible assets were to fall below $2
million during a period in which the Company's revenues did not exceed $6
million for the then preceding three fiscal years, the Company's Common Stock
would then become subject to the penny stock rule, and the market liquidity for
the common stock could be severely and adversely affected due to the limitations
on the ability of broker-dealers to sell the common stock in the public market.

CURRENT PROSPECTUS AND STATE REGISTRATION REQUIRED TO SELL SHARES

At such time as the Shares and Warrants become registered under the
Securities Act of 1933, as amended (the 'Securities Act'), holders of the Shares
and Warrantswill be able to sell the Shares only if (i) a current Prospectus
under the Securities Act relating to the Shares and Warrants is then in effect
and (ii) the Shares are qualified for sale or exempt from qualification under
the applicable securities laws of the states in which the Selling Securityholder
makes sales. Although the Company has agreed to use its best efforts to maintain
a current registration statement covering the Shares and Warrants, there can be
no assurance that the Company will be able to do so. The value of the Shares and
Warrants may be greatly reduced if a registration statement covering the Shares
and Warrants is not kept current or if the Shares and Warrants are not
qualified, or exempt from qualification, in the states in which the holders of
Shares and Warrants reside. Persons holding Shares or Warrants who reside in
jurisdictions in which the Shares or Warrants are not qualified and in which
there is no exemption will be unable to sell their Share and/or Warrants.

CONTROL BY MAJORITY STOCKHOLDERS

Presently, Messrs. Pisman, Greene and Roth own collectively approximately
48.52% of the issued and outstanding shares of Common Stock. Assuming conversion
of the Note in full at the maximum rate of $0.53 per share, the exercise of the
warrants, and the exercise of options for the issuance of

900,000 shares of Common Stock, in the aggregate, Messrs. Pisman, Greene and
Roth will own collectively approximately 48.12% of the issued and outstanding
shares of Common Stock. As the Company's Bylaws and Certificate or Incorporation
do not provide for cumulative voting for the election of directors, Messrs.
Pisman, Greene and Roth will be able to continue to elect the Company's
directors, appoint officers and otherwise control the Company's affairs and
operations by virtue of their holding approximately 48.12% of the outstanding
shares. See 'Principal Shareholders.'

NO PUBLIC MARKET

The Company securities offered to date have all been offered on a private
basis pursuant to exemptions from the registration requirements under the
federal securities laws. Accordingly, while resales of the Company's Common
Stock may be made by persons other than affiliates of the Company, there is
currently no significant public market for the Common Stock. See 'Description of
Securities.'

NO DIVIDENDS ON COMMON STOCK

The Company does not currently pay and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future because it intends to
retain its earnings to finance the expansion of its business. There can be no
assurance that the operations of the Company will result in sufficient revenues
to enable the Company to operate at profitable levels or to generate a positive
cash flow. Therefore, investors who anticipate the need of immediate income, in
the form of dividends on their common stock, should refrain from purchasing the
Shares being offered hereby.

POSSIBLE ADVERSE EFFECT OF ISSUANCE OF PREFERRED STOCK

The Company's Certificate of Incorporation, as amended, authorizes the
issuance of 100,000 shares of Preferred Stock, with designations, rights and
preferences to be determined from time to time by the Board of Directors. As a
result of the foregoing, the Board of Directors is empowered, without further
shareholder approval, to issue Preferred Stock with dividend, liquidation,
conversion, voting or other rights that could adversely affect the voting power
or other rights of the holders of the Common Stock. In the event of issuance,
the Preferred Stock could be used, under certain circumstances, as a method of
discouraging, delaying or preventing a change in control of the Company.
Although the Company has no plans to issue any shares of Preferred Stock, there
can be no assurance that it will not issue Preferred Stock at some time in the
future. See 'Description of Securities.'

FORWARD LOOKING STATEMENTS

This Prospectus and the information incorporated herein by reference
contain various 'forward-looking statements' within the meaning of federal and
state securities laws, including those identified or predicated by the words
'believes,' 'anticipates,' 'expects,' 'plans' or similar expressions. Such
statements are subject to a number of uncertainties that could cause the actual
results to differ materially from those projected. Such factors include, but are
not limited to, those described under 'Risk Factors'. Given these uncertainties,
prospective purchasers are cautioned not to place undue reliance upon such
statements.

USE OF PROCEEDS

The Company will receive none of the proceeds from the sale of either the
Shares or the Warrants by the Selling Securityholder. The Company will cease to
be indebted with respect to all or a portion of the principal of the Note to the
extent the Note is converted into Shares of Common Stock and Warrants. In
addition, if all of the Warrants were exercised, the Company would receive gross
proceeds of approximately $2,900,000. No assurance can be given that any of the
Warrants will be exercised.

CAPITALIZATION

The following table sets forth the capitalization of the Company at March
31, 1998 and as adjusted to reflect the issuance of 555,098 Shares of the Common
Stock offered hereby upon conversion of the Note at an actual price of $0.53 for
298,964 shares and an assumed price $0.53 per share for 256,134 shares and the
receipt and initial application of the net proceeds therefrom. The following
table should be read in conjunction with the financial statements and related
notes thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
MARCH 31, 1998
----------------------------------------------
ACTUAL PRO FORMA(1) AS ADJUSTED(2)
---------- ------------- ---------------
<S> <C> <C> <C>
Total current liabilities......................................... $3,267,772 $ 3,111,690 $ 2,976,419
Long-term obligations............................................. 22,300 22,300 22,300
Total liabilities................................................. 3,290,072 3,133,990 2,998,719
Stockholders' equity:
Common Stock, par value, $.001 per share: 4,548,860 issued
and outstanding............................................ 4,750 156,082 --
5,049,497 shares prior to the offering and conversion of the
balance remaining on the Note.............................. -- 5,049 --
5,305,631 shares after conversion of the assumed balance on
Note (including 5,271 of accrued interest at March 31, 1998
on the Note)............................................... -- -- 5,306
Preferred Stock, no par value, 100,000 shares authorized and
unissued........................................................ -- -- --
Additional paid-in capital........................................ 4,612,995 4,751,978 4,872,432
Accumulated deficit............................................... (171,485) (171,485) (171,485)
Total capitalization.................................... $7,736,332 $ 7,719,532 $ 7,704,972
</TABLE>

- ------------

(1) Retroactively reflects at March 31, 1998 the conversion of $150,000 of the
10% Convertible Note and $6,082 in accrued interest thereon into 298,964
shares (at $0.53 per share) of the Company's Common Stock; and (ii) a charge
to additional paid-in capital of $16,800 of deferred financing costs upon
conversion.

(2) Retroactively reflects the assumed conversion of the remaining $130,000
principal balance and $5,271 in accrued interest at March 31, 1998 of the
Company's 10% Convertible Note into 256,134 shares ($0.53 per share) of the
Company's Common Stock with charges to additional paid in capital for
$14,560 in deferred financing costs upon conversion and $90,000 in
registration costs.

DIVIDEND POLICY

The Company has never paid dividends on its Common Stock and does not
anticipate paying dividends or altering its dividend policy in the foreseeable
future. The Company currently intends to retain all available funds for use in
the operation and expansion of its business. The payment of dividends on its
Common Stock will depend upon its earnings, financial condition, cash flows,
capital requirements and such other considerations as the Board of Directors may
consider relevant, including any contractual prohibitions with respect to the
payment of dividends.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth summary historical consolidated financial
data for the Company as at March 31, 1998 (unaudited), September 30, 1997 and
1996, for the six months ended March 31, 1998 and 1997 (unaudited), and for the
years ended September 30, 1997 and 1996. The summary historical financial data
as at and for years ended September 30, 1997 and 1996 is derived from the
audited consolidated financial statements (and notes thereto) of the Company
included elsewhere in this Prospectus. The summary financial data as at March
31, 1998 and for the six months ended March 31, 1998 and 1997 is derived from
the unaudited consolidated financial statements (and notes thereto) of the
Company included elsewhere in the Prospectus which, in the opinion of
management, reflect all adjustments and accruals, consisting only of normal
recurring adjustments and accruals, necessary to present fairly the financial
statements of the Company as at March 31, 1998 and for the periods ended March
31, 1998 and 1997. The results for the six months ended March 31, 1998 and 1997
are not necessarily indicative of the results to be expected for the full year.
The summary historical consolidated financial data should be read in conjunction
with the consolidated financial statements (and notes thereto) of the Company
and 'Management's Discussion and Analysis of Financial Condition and Results of
Operations' included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED FOR THE YEAR
MARCH 31, ENDED SEPTEMBER 30,
-------------------------- --------------------------
1998 1997 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Operating Data:
Net sales.......................... $11,058,062 $7,083,530 $15,389,452 $9,987,751
Cost of goods sold................. 10,174,397 6,490,783 14,012,761 9,392,550
Selling expenses................... 248,668 169,327 429,220 229,534
General and administrative
expenses......................... 351,826 210,683 611,154 448,545
Depreciation and amortization...... 92,089 38,452 109,624 14,461
Interest income.................... 24,505 21,186 44,554 44,611
Interest expense................... (294,203) (16,168) (32,244)
Other income....................... -- -- 5,487 --
Operating income (loss)............ (78,616) 179,303 250,494 (261,839)
Provision for taxes................ 82,264 85,500 118,244 4,442
Minority interest.................. -- 2,812 2,812 --
Net income (loss).................. (160,880) 90,991 128,640 (101,634)
Per Share Data:
Net income (loss) per common
share............................ $(0.03) $0.03 $0.03 $(0.04)
Average Number of Shares
Outstanding...................... 4,643,816 3,483,772 3,729,065 2,546,000
</TABLE>

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1996
------------ ------------- -------------
<S> <C> <C> <C>
Balance Sheet Data:
Working capital............................................... $4,033,729 $ 3,713,805 $ 3,026,109
Current assets................................................ 7,301,501 5,762,544 4,726,124
Total assets.................................................. 7,736,332 6,210,012 4,799,950
Long-term obligations......................................... 22,300 12,921 181,342
Total liabilities............................................. 3,290,072 2,061,660 1,881,357
Accumulated deficit........................................... (171,485) (10,605) (142,057)
Total stockholders' equity.................................... $4,446,260 $ 4,149,253 $ 2,918,593
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
the consolidated financial statements and notes thereto contained elsewhere in
this Prospectus.

GENERAL

The Company was incorporated in October 1984 as Ross Custom Electronics
('Ross'). Ross was engaged in the electronics business. During fiscal 1993, 1994
and through June 1995, Ross had virtually no operations. On March 15, 1995, Ross
merged with Globus Food Systems International Corp. which was accounted for as a
pooling of interests. On October 18, 1996, the Company changed its name to
Globus International Resources Corp. ('Globus'). Globus, in August 1995,
commenced operations by acquiring food and paint products from domestic and
European suppliers and selling those products to wholesalers in Russia and other
former U.S.S.R. countries (also referred to as the Commonwealth of Independent
States ('CIS')).

On December 11, 1996, the Company acquired all of the issued and
outstanding capital stock of Shuttle International, Ltd. ('Shuttle') of which
90% was accounted for in a transaction similar to a pooling of interests and the
remaining 10% minority interest was accounted as a purchase acquisition with a
recognition of goodwill of $137,000. Shuttle is engaged in the distribution and
exportation of non-food products such as auto parts and clothing primarily to
Russia and the CIS states or, generally, the same geographic areas involved with
the Company's food business. Shuttle also has an International Seminars
Department which provides directors and management of large and medium sized
Russian companies with western banking, financial systems and accounting
seminars at the World Trade Center Institute in New York City. Previously
Shuttle, in cooperation with a Canadian modular housing manufacturer, had built
modern cottages in an exclusive Moscow suburb. All houses were prebuilt in
Canada and shipped in sea containers.

The revenues and expenses of the Company from October 1, 1993 to June 30,
1995 were generated solely by Shuttle. Globus commenced acquiring inventory in
May 1996 and sales commenced in August 1996.

RESULTS OF OPERATIONS

COMPARISON OF THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997

Revenues increased $3,620,000 (54.9%) in the food products segment to
$10,212,000 in 1998 over the 1997 period. The increase is largely attributable
to the commencement of the sale of meat products to a new customer in the 1997
period. The other product lines' sales increased $354,000 (72%) to $846,000 in
the current period from $492,000 in 1997. The increase is attributable to an
increase in auto accessories sales of $86,000 and an increase in sales of
apparel of $268,000 over the previous period. The cost of sales for the six
months ended March 31, 1998 increased $3,683,000 (56.7%) to $10,174,000 (92.0%
of sales) from $6,491,000 (91.6% of sales) for the corresponding period in 1997.
This increase is attributable to the increased sales volume. The increase in
cost of sales as a ratio of revenues is attributable to increased sales margins
in both segments. As a percentage of sales, gross profit for the food product
segment increased from 7.2% to 6.8% due to increased selling prices whereas the
2.6% increase in gross profits to 24.8% in 1997 for the auto accessories and
clothing sales is due to a different product mix with higher margins of items
sold during the current period.

Selling expenses increased $51,000 (72.9%) in the current quarter to
$121,000 (2.4% of sales) from $70,000 (1.8% of sales). Such increase is
attributable to increased variable selling costs resulting from the $1,044,000
increase in sales (26.5%) for the quarter and an increase in personnel costs.
General and administrative expenses increased $43,000 (46.2%) to $136,000 or
2.7% in the current period from $93,000 (2.4%) in the comparable prior year's
period. Legal, consulting and other professional fees accounted for $30,000 of
the increase while the remaining cost increases are attributable to sundry
managerial and office costs.

Depreciation and amortization increased $54,000 (142.1%) to $92,000 (0.8%
of sales) from $38,000 in 1997. The increase is attributable to an increase in
amortization of deferred consulting fees of $22,000 and amortization of deferred
financing costs of $28,000.

Interest income in both six month periods remained constant. Interest
expense increase $278,000 to $294,000 (2.7% of sales) in the current period from
$16,000 (0.2% of sales) in the six months ended March 31, 1997. The increase
arises from interest on the convertible note issued in the current period plus a
$269,000 charge for the financing costs associated with this note's conversion
option to shares of the Company's common stock below the market value at the
time of conversion.

The decrease in tax provision from $86,000 in 1997 to $82,000 in 1998 is
attributable to reduction in income in the current period as a result of
increased operating costs and the charge to operations of nondeductible costs
for income tax purposes.

Net income in 1997 decreased from a net profit of $91,000 to a net loss of
$161,000 in 1998 for the reasons noted above.

COMPARISON OF THE YEAR ENDED SEPTEMBER 30, 1997 AND 1996

Revenues increased $5,401,000 (54.1%) in the year ended September 30, 1997
to $15,389,000 from $9,988,000 for the year ended September 30, 1996. The
increase is attributable to (i) an increase in the food products segment of
$3,368,000 (34.7%) to $13,077,000 in 1996, (ii) the sales of clothing and auto
paint products to Russian customers, which commenced in October, 1996, of
$791,000 and $1,009,000, respectively, and (iii) an increase in other automotive
parts sales of $234,000 (83.9%) in 1996 to $513,000 in the current period. The
cost of sales in 1997 of $14,013,000 was $4,620,000 (49.2%) higher than the 1996
cost of sales of $9,393,000 which resulted in an improved gross margin of 8.9%
in 1997 as compared to 6.0% in 1996. The improved margins resulted from the
apparel sales and improved margins of food products. These improved margins were
offset by reduced margins in the Company's sales of auto accessories items.

Selling expenses increased $200,000 (87.3%) during 1997 to $429,000 or 2.8%
of sales as compared to $229,000 or 2.3% of sales in 1996. This increase which
is evenly split between the food products segment and the other segment, is
attributable to an increase in fixed costs in 1997 of personnel and occupancy
expenses resulting from the operating of the Company's World Trade Center
office, plus an increase in variable selling expenses resulting from the
increased sales volume.

General and administrative costs increased $152,000 (36.1%) to 4.0% of net
sales in 1997 from $449,000 (4.5% of net sales). This increase arises from
additional personnel costs of which $137,000 is to the Company's officers.
Depreciation and amortization increased $96,000 (685.7%) to $110,000 (0.7% of
sales) from $14,000 (0.1% of sales) in 1996. This increase resulted from
amortization of goodwill and deferred consulting contracts in 1997.

Interest income remained relatively constant in both periods, whereas
interest expense decreased $5,000 (15.6%) to $27,000 in 1997 primarily due to
the reduction in long-term debt.

The increase in the provision for taxes in the current period of $111,000
(or 0.8% of sales) to $118,000 from a provision of $7,000 in 1996 is the result
of increased income.

Net income increased $230,000 from a net loss of $101,000 in 1996 to
$129,000 in 1997 as a result of the foregoing.

COMPARISON OF THE YEAR ENDED SEPTEMBER 30, 1996 AND 1995

Net sales increased $7,668,000 (330.5%) to $9,988,000 in fiscal 1996 as
compared to $2,320,000 in net sales in fiscal 1995. This increase is a mix of an
increase in food sales of $8,374,000 and a reduction in automotive accessories
sales of $706,000 from fiscal 1995 levels. This variant in product sales mix is
the reason the cost of sales increased 4.8% to 84.0% of sales ($9,393,000) in
fiscal 1996 from 89.2% of net sales ($2,069,000) in fiscal 1995. Historically,
export sales of food products are more competitive and realize a lower gross
margin than the sale of automotive accessories.

Selling expenses increased $145,000 (170.6%) to $230,000 in fiscal 1996
from $85,000 in fiscal 1995. As a percent of sales they decreased from 3.7% in
1995 to 2.3% in 1996. The $145,000 increase is attributable to the payroll costs
of increased personnel and the opening in February 1996 of the Company's new
sales, administrative and executive offices in New York City.

General and administrative costs increased $195,000 (66.3%) to $449,000
(6.3% of sales) in fiscal 1996 from $294,000 (12.7% of sales) in fiscal 1995.
The higher costs attained in 1996 are largely attributable to the incurrence of
$128,000 in professional and consulting fees in the last quarter of fiscal 1996
as well as increased administrative costs associated with the Company's new
headquarters and increased sales volume.

In fiscal 1996, the Company had interest income of $12,000 (net of interest
expenses of $32,000) as compared to net interest expense of $21,000 (net of
$4,000 in interest income) in 1995. The increase in interest income is the
result of investing cash generated from operations in interest bearing cash
equivalents.

The provision for income taxes of $7,000 in 1996 resulted primarily from
the non-deductibility of $236,000 of the above mentioned consulting fees while
the $48,000 tax benefit reflected in fiscal 1995 arises from the loss incurred
in that period.

The net loss for both fiscal 1996 and 1995 was $101,000.

FINANCIAL CONDITION

MARCH 31, 1998 COMPARED TO SEPTEMBER 30, 1997

The Company's free cash position at March 31, 1998 decreased $111,000 to
$407,000 from $518,000 at September 30, 1997. The decrease is attributable to
the increase in restricted cash (held by a bank as collateral for acceptance
payable and bank lines of credit) of $135,000 and an increase in accounts
receivable and inventories. Unrestricted cash was increased during the period
from the net proceeds of the sale of a $500,000 convertible note.

The increase in accounts receivable is largely attributable to the
Company's extending longer credit terms and larger credit amounts to its old and
new customers. The extension of credit terms and larger credit amounts to its
old and new customers are the result of market conditions and response to
competitors' terms. Through May 1998, $3,400,000 of the March 1998 receivables
were collected of which $2,800,000 (95% of the food segment receivables) came
from the food segment with $600,000 coming from the other product lines'
receivables of $1,100,000 (55% collected at May 31, 1998). The number of days of
sales in open accounts receivable increased to 68 days at March 31, 1998 from 63
days at September 30, 1997 and from 12 days at September 30, 1996. The increase
results from the Company's desire to expand its business which required offering
more favorable credit terms to its new and old customers. The increase in the
inventory level of $108,000 comes from an increase in apparel products of
$40,000, an increase in the food segment of $88,000, and a reduction in the auto
accessory inventory of $20,000. The March 31, 1998 inventory has $2,000,000 of
paint inventory of which the Company has confirmed sales orders to ship
approximately 50% by August 1998 and verbal indications from customers for the
remainder to be shipped between August and December 1998.

The Company in May 1996 acquired $2,800,000 of paint inventory. Through
March 31, 1998 only $800,000 (28%) has been sold. The other non-food products in
this segment has a turnover ratio of approximately 10 times per year while the
food segment inventory turnover is in excess of 50 times per year. The large
auto and paint inventory in relationship to sales during fiscal 1997 and the
current six months is the result of financial problems incurred by the Russian
auto industry's after market. Management believes the market conditions for its
customers and therefore its products has improved and will go forward with
shipments of these products. Previously, management believed that the market
conditions in the CIS area could only safely sustain limited sales of its
products whereas when it acquired the auto paint inventory in May 1996,
management believed the economic climate in these areas was very good for these
products and anticipated a significant turnover. Upon the completion of the sale
of its present paint inventory, the Company will only purchase such products in
sufficient quantities to fulfill customers' orders. The liabilities to the
Company's banks increased $1,599,000 to

$1,630,000 at December 31, 1997 from $31,000 at September 30, 1997. The
increased use of the Company's four bank lines of credit was used to pay for the
purchases of the Company's food segment products. This enabled the Company to
reduce its accounts and acceptances payable obligations to $1,068,000 at
December 31, 1997 from $1,440,000 at September 30, 1997.

Accrued expenses, income taxes payable and other current liabilities in the
aggregate remained stable.

In January 1998 and May 1998, $220,000 and $150,000, respectively of the
$500,000 convertible note plus accrued interest was converted into 201,673 and
$298,964, respectively, shares of the Company's common stock. The Company
received the net proceeds of the note in November 1997. The $130,000 balance of
the note plus accrued interest thereon at 10% is due and payable on November 1,
1998. The noteholder may, at its option, convert any portion of or all of the
remaining liability into shares of common stock at any time up to its due date.

Stockholder's equity increased $297,000 to $4,446,000 at December 31, 1997
from $4,149,000 at September 30, 1997 even though the Company sustained a
$161,000 net loss for the period. The $161,000 net loss included a $269,000
finance charge for the discount between the stated value of the Company's
convertible note and the fair value of common shares the note could be converted
into on the date of the note's issuance. The $269,000 charge to operations has a
similar $269,000 increase to additional paid-in capital and stockholders'
equity. Additional paid-in capital was also increased $189,000 for the
conversion of $224,000 in debt -- net of $35,000 in deferred finance costs.

SEPTEMBER 30, 1997 COMPARED TO SEPTEMBER 30, 1996

Cash and cash equivalents at September 30, 1997 of $518,000 is $178,000
more than the cash and cash equivalents of $340,000 in September 30, 1996. This
increase in cash is primarily the result of cash generated from the reduction in
restricted cash of $268,000. Restricted cash is held by a bank as collateral for
outstanding acceptances payable.

Accounts receivable increased $2,401,000 (750.3%) to $2,721,000 at
September 30, 1997 while sales for 1997 increased $5,401,000 (54.1%). The
increase in accounts receivable is not only attributable to the increased sales
volume but also to the extension of credit terms for sales and a reduction in
the requirement of cash prepayals prior to shipment. The Company's inventory
level at September 30, 1997 was $885,000 less than the $2,889,000 level at
September 30, 1996 primarily because of a $818,000 reduction in the automotive
paint inventory.

The Company expended $3,000 to acquire property assets in fiscal 1997 and
expensed $50,000 in professional fees in 1997 in connection with the successful
sale of the $500,000 (10%) Convertible Note in November 1997. The Company issued
25,000 shares of its Common Stock, in the aggregate, in payment for indebtedness
for services rendered and consulting services to be rendered.

Accounts and acceptances payable increased $272,000 to $1,440,000 at
September 30, 1997 from $1,168,000 at September 30, 1996.

Accrued expenses and other current liabilities increased $118,000 to
$249,000 at September 30, 1997 primarily as a result of an increase in
professional fees payable of $75,000 and an increase in salaries and interest
payable to related parties of $32,000.

The income tax liability of $91,000 (net of $52,000 deferred tax asset) at
September 30, 1997 is $110,000 higher than the $22,000 deferred tax assets (net
of $14,000 current liability). The increased obligation is a result of the
provision for taxes based upon the income for the year ended September 30, 1997.

Notes payable to banks and related parties of $218,000 at September 30,
1997 was $211,000 less than the September 30, 1996 amount of $429,000. This is
the result of the repayment of long-term debt and related party debt of $242,000
and the use of two bank lines of credit of $31,000 at September 30, 1997. The
Company satisfied obligations for services rendered aggregating $144,000 at
September 30, 1996 by the issuance of 325,000 shares of its Common Stock.

Stockholders' equity increased $1,230,000 to $4,149,000 at September 30,
1997 from $2,919,000 at September 30, 1996. The increase arises from the
issuance of the Company's common stock for services,

cash and Shuttle's minority interest aggregating $1,101,000 during the period
and the net income of $129,000 earned during the period.

SEPTEMBER 30, 1996 COMPARED TO SEPTEMBER 30, 1995

Unrestricted cash and cash equivalents increased $76,000 from $264,000 at
September 30, 1995 to $340,000 at September 30, 1996 and restricted cash
increased $206,000 to $1,136,000 at September 30, 1998. The increase in cash and
cash equivalents primarily is the result of the net proceeds from loans to the
Company from its stockholders and other related parties of $210,000 and the
non-cash charge of $128,000 to operations in the fourth quarter of fiscal 1996
from the issuance of shares of the Company's common stock in December 1996 at
their fair market value for services rendered by counsel and consultants. These
professionals valued their services at $44,000.

Accounts receivable decreased $162,000 to $320,000 at September 30, 1996
from $482,000 at September 30, 1995 because of the Company's expanded use of
obtaining advance payments from customers for sales prior to shipment of the
products.

Inventories increased $2,869,000 from $20,000 at September 30, 1995 to
$2,889,000 at September 30, 1996. This increase resulted from the acquisition of
$2,819,000 of automotive paint products for 56,389 shares of the Company's
common stock in May 1996. The Company commenced selling these products in fiscal
1997. In fiscal 1996, the Company used $52,000 of cash to acquire property
assets and for deposits on its leaseholds.

Accounts and acceptances payable, accrued expenses and other current
liabilities aggregated $1,299,000 at September 30, 1996 which is $57,000 less
than these liabilities aggregated at September 30, 1995. The reduction is
largely due to the payment of accrued salaries and rent to the Company's
officers and entities affiliated with the officers.

The deferred income tax asset (net of currently payable income taxes)
decreased from $39,000 at September 30, 1995 to $22,000 at September 30, 1996 as
a result of the reversal of timing differences between the deductibility of
expenses for income tax and financial reporting purposes.

Notes payable aggregated $386,000 at September 30, 1995 of which $11,000
was to related parties which was paid in fiscal 1996 and $375,000 is an
installment note payable to a bank. The installments due and paid in fiscal 1996
were $167,000 resulting in the liability to the bank of $208,000 at September
30, 1996. During fiscal 1996, the Company's officers and/or entities affiliated
with the officers loaned the Company $220,000 for working capital requirements.
Such notes were outstanding at September 30, 1996.

At September 30, 1996, the Company had recognized a liability of $128,000
for services rendered by professionals and consultants during fiscal 1996. These
obligations were satisfied by the issuance of shares of the Company's common
stock in December 1996.

Stockholders' equity increased $2,864,000 to $2,918,000 at September 30,
1996. The increase arises from the issuance of shares of the Company's common
stock for cash of $147,000 and inventory of $2,819,000 less the net loss
incurred in fiscal 1996 of $101,000.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital at March 31, 1998, September 30, 1997 and
1996 was $4,034,000, $3,714,000 and $3,026,000, respectively. The Company's
primary sources of working capital have been (i) the proceeds from its bank
lines of credit, the Convertible Note, the working capital term loan, related
party loans and advances, and (ii), the issuance of its securities for cash, as
payment for services rendered and as payment for inventory. The Company, in
January 1996 and March 1996, issued 971 shares and 500 shares, respectively, of
its common stock for cash payments of $97,000 and $50,000, respectively. In May
1996, the Company issued 56,389 shares of its common stock for inventory whose
fair market value was $2,819,400. The Company issued 325,000 shares of its
common stock in payment of $128,000 of obligations incurred for services
rendered. The Company in 1997 issued 870,000 shares of its Common Stock to 29
investors for an aggregate of $522,000 in cash (before costs associated with the
offering). Prior to the acquisition of Shuttle in December 1996, the then
stockholders of Shuttle sold

10% of its capital shares for $100,000 in cash. The Company acquired this 10%
minority interest in Shuttle for 250,000 shares of its common stock as part of
the same transaction in which it acquired 90% from three of its
officer/directors for 2,250,000 shares of common stock.

Currently, the Company's primary cash requirements include (i) the funding
of its inventory purchases for and receivables from sales of products and (ii)
ongoing selling, administrative and other operating expenses. Management
believes that the Company's cash liquidity position will also be enhanced by the
sale of and reduction in the paint inventory and that its present two unsecured
bank lines aggregating $100,000 and its three secured letter of credit and
acceptances payable lines of credit aggregating $3,525,000 and the net proceeds
from the issuance at par of its $500,000, 10% Convertible Note in November 1997,
of which $220,000 was converted into shares of the Company's common stock in
January 1998 and $150,000 was converted into shares in May 1998, should be, in
the aggregate, sufficient to fund the Company's operations for the next 12
months if the Company's operations are consistent with management's
expectations. The Company may need additional financing thereafter. There can be
no assurance that the Company will be able to obtain financing on a favorable or
timely basis. The type, timing and terms of financing elected by the Company
will depend upon its cash needs, the availability of other financing sources and
the prevailing conditions in the financial markets. Moreover, any statement
regarding the Company's ability to fund its operations from expected cash flows
is speculative in nature and inherently subject to risks and uncertainties, some
of which cannot be predicted or quantified.

BUSINESS

GENERAL

The Company is a full service distributor which exports dairy and meat
products, seafood, instant soups, deli products and other grocery items from the
United States and Europe to the Russian and Eastern European marketplace through
its subsidiary, Globus Food Systems International Corp. The Company plans to
expand its distribution system in Russia, including the improvement of existing
warehouse facilities and development of new warehouses. In October 1996, the
Company commenced export to Russia of acrylic auto paint.

Shuttle International Ltd., a New York corporation ('Shuttle'), the
Company's wholly owned subsidiary, is engaged in the distribution and
exportation of non-food products such as auto parts and clothing, primarily to
Russia and the CIS states, generally the same geographic areas involved with the
Company's food business.

The market for distribution and marketing of food products in the CIS and
Russia is highly competitive. The Company believes its main competitors are
major American companies with brands such as Heinz'tm', Kraft'tm', General
Foods'tm', and Campbell'tm' which are currently in the marketplace. The Company
has established a distribution network which is expanding. The Company is
seeking to increase distribution of existing and newly introduced products in
current markets. The Company's food products are currently marketed through its
distribution system in over 30 cities in Russia and the CIS states. The products
are sold in over 800 leading supermarkets and food stores in Moscow and other
regions. In addition, the Company attends most major trade shows in Russia and
the CIS states and it is featured in different trade publications and
directories. The Company believes that it enjoys an increasing awareness among
Russian, as well as other, food importers and distributors.

DEVELOPMENT OF BUSINESS

The Company was incorporated on October 24, 1984 under the name Ross Custom
Electronics ('Ross') and was originally engaged in the electronics business. On
May 6, 1995, Globus Food Systems International Corp., a privately held Delaware
corporation engaged in the business of exporting food supplies, was merged into
Ross, and Ross changed its corporate name to Globus Food Systems International
Corp. On October 18, 1996, the Company changed its corporate name to Globus
International Resources Corp. to reflect a broadening of its exporting business
to include non-food related products and services. In September 1996, the
Company formed a New York corporation, Globus Food Systems International Corp.
('Globus Foods'), a wholly owned subsidiary, which conducts its food exporting
business.

On December 11, 1996 the Company acquired, from Serge Pisman, Yury Greene
and Herman Roth, its principal shareholders, and others, all of the issued and
outstanding capital stock of Shuttle in exchange for 2,500,000 shares of the
Company's common stock. Shuttle is engaged in the business of exporting non-food
products, principally auto parts and western clothing and accessories.

The Company's principal place of business is located at Two World Trade
Center, Suite 2400, New York, NY 10048. The Company is engaged, through Globus
Foods, in the marketing and exporting of foods from the United States and
certain European countries primarily to Russia and former USSR republics (also
referred to as the Commonwealth of Independent States ('CIS'), for resale to
supermarkets and restaurants. The Company has also arranged for the export of
acrylic auto paint to Russia.

DESCRIPTION OF BUSINESS

The Company is a full service distributor exporting a variety of food
products from selected quality manufacturers in the United States and Europe to
the Russian and Eastern European marketplace

through Globus Foods. Certain of these manufacturers sell their products in
these territories exclusively through Globus Foods. The Company sells dairy and
meat products, seafood, instant soups, deli products and some other grocery
items. Russian warehouse facilities for food products are generally inadequate
and the Company plans to improve existing facilities and develop new warehouses
in Russia in order to provide consumers with broad access to American and
European food products.

Meats, sausages and deli products comprise approximately 75% of all of the
Company's food items. Diary products and seafood constitute approximately 12%
and 10% respectively. The remaining 3% include instant soups and various other
grocery items. The shipment of these food products increase in October, November
and February due to the observance of traditional national and religious
holidays.

In October 1996, the Company commenced export to Russia of acrylic auto
paint. In connection therewith it entered into an agreement in May 1996 with
Fruit Impex S.A., a Panamanian corporation to acquire acrylic auto paint valued
at $2,819,400 in exchange for 56,389 shares of Common Stock (adjusted for the
Company's reverse stock split). The shares are subject to a three year escrow
and voting rights agreement wherein the Company is entitled to all voting
rights. The Company, at its option, during the three year escrow term may
repurchase all or a portion of the shares for $75.00 per share.

On September 12, 1997, the Company entered into a letter of understanding
with Globe Meat Technology Ltd. ('GMT Denmark'), a Danish corporation and Globe
Meat Technology Poland S.A. ('GMT Poland'), a Polish corporation. The letter of
understanding contemplates the entry by the parties into a commercial trade
agreement whereby the Company would export pork products to Russia and other CIS
countries. Pursuant to such an agreement, the Company, with the assistance of
GMT Poland, would open a $2,000,000 revolving line of credit in its own name at
a Polish bank. The Company would purchase pigs from Polish farmers for delivery
to GMT Poland. GMT Poland would then slaughter the pigs and process the meat
according to the Company's specifications, based upon the market for such meat
products in Russia and other CIS countries. At the end of one year, the Company
will have an option either to receive 30% of the net profits of GMT Poland or to
purchase a 30% equity interest in GMT Poland at a purchase price of $2,000,000.

GMT Denmark is a Danish company which develops meat processing plants
(based on Danish technology and know-how) globally to promote Danish technology
and meat products for export. Although Russia and other CIS states ceased the
regulation of prices in 1992, since the beginning of 1995, Russia has reinstated
certain price regulations. From time to time, the federal government of Russia
as well as certain regional authorities place direct price limitations on
certain products and subsidize products to maintain certain price levels. In
some cases, these governments place restrictions on profits which can be derived
from sales of food products. See 'Risk Factors -- Risks Relating to Russia and
the CIS.'

Russia and the other CIS states frequently experience shortages of grain
and other food products. These shortages result in higher prices and in greater
reliance on foreign food producers and distributors, such as the Company.

SHUTTLE INTERNATIONAL, LTD.

On December 11, 1996, the Company acquired all of the issued and
outstanding shares of capital stock of Shuttle International, Ltd. ('Shuttle').
Shuttle is engaged in the distribution and exportation of non-food products such
as auto parts and clothing primarily to Russia and the CIS states, generally in
the same geographic areas involved with the Company's food business.

Shuttle supplies auto parts and accessories to large wholesalers,
auto-service repair shops and automotive parts stores. These repair shops and
stores service exclusively automotive needs for automobiles not made in Russia
or the CIS. Shuttle ships to its large wholesaler customers container loads, on
a weekly basis, by air as well as sea. Shuttle has established relationships
with large U.S. wholesalers and manufacturers, as well as local dealers which
credit terms of from 30-45 days.

Shuttle is an exclusive supplier of American western clothing to the
'Texas' chain of Western wear clothing and apparel stores in Moscow. The Company
supplies jeans, shirts, outerwear, hats, belts, boots, etc. from American
manufacturers to Russian retailers and wholesalers.

Shuttle also has an International Seminars Department which provides
directors and management of large and medium sized Russian companies, with
western banking, financial systems and accounting seminars at the World Trade
Center Institute in New York City.

Shuttle, in cooperation with the Canadian modular housing manufacturer
'Modulex', has built modern cottages in an exclusive Moscow suburb. All houses
were pre-built in Canada and shipped in sea containers.

The Company's food and non-food distribution and exporting businesses
contribute approximately 85% and 15% of gross revenues respectively during
fiscal 1997.

PRINCIPAL SUPPLIERS

The Company has formed trade relationships with international food
manufacturers which supply the Company's food products and include Banner Smoked
Fish, Inc., a processor of smoked fish, Jermi Fasewerk, a manufacturer of smoked
and processed cheeses, Fodor Cheese, Comapeche a maker of seafood products, and
Interaliment, a manufacturer of frozen surimi and various fish products. The
Company does not believe that the loss of any of its suppliers would have a
material adverse effect on its business.

DISTRIBUTION AND MARKETING OPERATIONS

The Company sells food products to distributors who distribute to major
supermarkets, restaurants, and other food vendors in Russia and the CIS. The
Company has established a distribution network which is expanding. Sales to two
customers, Marcon-Express and Marcon-Trade, accounted for 46.6% and 45.8% of
sales in fiscal 1997. During the three months ended December 31, 1997 sales to
these customers were 31.0% and 30% of the total sales. Also during this period,
another customer, GMT, accounted for 31.2% of food sales. These customers each
accounted for 47.8% of the food section sales. Customer/distributors for the
other lines of products are M-Auto, Texas and Envilad. Sales to these
distributors accounted for 46.1%, 35.0%, and 0% for the quarter ended December
31, 1997 and 30.0%, 25.5% and 39.0% for fiscal 1977. The Company does not
believe that this concentration of sales represents a material risk of loss with
respect to its financial position. While the size of the markets in Russia and
Eastern Europe is substantial and demand for food items is strong, there are
only a few companies that export food products at competitive and comparable
prices. Price fluctuation in the cost of goods, however could materially affect
the results of the Company's operations.

All of Shuttle's sales for the year ended September 30, 1996 were to one
customer in Russia, Markon-Auto. During fiscal 1996, Shuttle sold only
aftermarket automotive parts which were purchased from new and used car dealers
as well as auto parts retailers, all of whom are located in the Metropolitan New
York City area. In Moscow, Shuttle's principal market for auto parts and auto
repair facilities are conducted generally from large terminals enabling the
Company to concentrate its sales to several large distributors.

In 1996, Shuttle commenced exporting and distributing in Russia a broad
line of active wear, Western style clothing and Native American accessories.
Shuttle has not established exclusive arrangements with its manufacturers and
suppliers.

The Company is seeking to increase distribution of existing and newly
introduced products in current markets. The Company believes that in order to
continue to improve profit margins, it must reduce the cost of goods sold and
increase sales volume. The Company expects to reduce costs by obtaining volume
discounts from its suppliers, and increase its gross margin by offering its
customers better credit terms. The Company's food products are currently
marketed through its distribution system in over 30 cities in Russia and the CIS
states. The products are sold in over 800 leading supermarkets and food stores
in Moscow and other regions. In addition, the Company attends most major trade
shows in Russia and the CIS states and it is featured in different trade
publications and directories. The Company believes that it enjoys an increasing
awareness among Russian, as well as other, food importers and distributors.

Generally, the Company receives orders from Russian and European wholesale
distributors. These orders are filled by the Company's principal suppliers
against the Company's bank letters of credit and on general credit terms.
Approximately 30% of the Company's customers pay to the Company in advance of
delivery of the order up to 50% of the charge for the order with the balance due
within 30 days. The Company has thus far experienced good credit relations with
its customers.

COMPETITION

The Company faces significant competition in the marketing and sales of its
products. The recent economic reforms and political changes in Russia created
enormous business opportunities for US agribusiness companies. During 1997, US
exports of agricultural products and machinery increased over 400% and export of
food processing machinery increased over 80%. European and American
manufacturers are desirous of marketing and distributing their products and
services to the former Soviet Union markets. The Company believes its main food
product competitors are major American and international companies with brands
such as Heinz'tm', Kraft'tm', General Foods'tm', General Mills'tm', Nabisco'tm',
Nestle'tm' and Campbell'tm' which are currently in the marketplace. Shuttle
competes with dealerships and auto manufacturers located in Russia and the CIS
with a supply of parts and other import/exports. These companies have greater
marketing, distribution, financial, and other resources than the Company
permitting such companies to secure significant contracts and implement
extensive advertising. However, these American manufacturers do not find it cost
efficient to contract with small vendors whereas the Company sells its products
to both large and small distributors. American and European manufacturers and
distributors are reluctant to deal directly with Russian companies due to the
high risk of letters of credit issued by Russian banks, the lack of strong
credit history of Russian companies, and the lack of established business
practices and a fully developed legal system. The Company however is willing to
deal with the Russian and Eastern European distributors since its management is
familiar with both Western and Russian business practices and understands
Russian customer needs.

SEASONALITY

BUSINESS STRATEGY

The Company plans to concentrate its efforts to expand its food exporting
business by attracting more customers and offering a larger variety of food
items on competitive terms. The Company plans to continue to identify other
product lines for export where its export expertise can be profitably utilized.
In addition to expanding its exporting and distribution business the Company
will consider joint venture opportunities in its established geographic and
business areas.

The Company's management believes that the Company may benefit from
vertical integration of its food operations, which, it is believed, can provide
production and cost controls on finished products, reduced tariffs, private
labeling and higher profit margins. As part of its vertical integration
strategy, the Company has entered into a letter of intent with GMT Poland and
GMT Denmark for the procurement and processing, in Poland, of pork and pork
products, under its own proprietary label, for distribution throughout Russia
and the CIS. Pursuant to a final agreement, as contemplated in the letter of
intent, the Company, with the assistance of GMT Poland, would open a $2,000,000
revolving line of credit in its own name at a Polish bank. The Company would
purchase pigs from Polish farmers for delivery to GMT Poland. GMT Poland would
then slaughter the pigs and process the meat according to the Company's
specifications, based upon the market for such meat products in Russia and other
CIS countries. At the end of one year, the Company will have an option either to
receive 30% of the net

profits of GMT Poland or to purchase a 30% equity interest in GMT Poland at a
purchase price of $2,000,000. See 'Description of Business.'

The Company formulated its plans for the GMT venture in response to
increasing demand for pork and pork by-products, such as sausages, in Russia and
the Ukraine. The Company exported to Russia approximately $2 million of products
in the last two years from Steff Houlberg, a Danish pork producer which
slaughters 2.4 million hogs per year. Since the Company is an exporter of Danish
meat products to Russia, it decided to enter into an alliance with a member of
the Danish meat industry, GMT Denmark, to establish slaughtering and meat
processing plants in Eastern Europe and Russia. The Danish meat industry,
specifically the pig meat industry, is based on a cooperative system in which
Danish farmers produce over 20 million pigs per year and export over 80% of the
production, making Denmark one of the world's largest exporters of pig meat.

To achieve such high production, Denmark has developed modern techniques
for slaughtering and processing pig meat. Only four slaughterhouses process the
entire production of the Danish farmers. Strict controls on hygiene and the use
of new technology have ensured that Danish meat products meet the highest
quality standards throughout the world.

Because of high custom duties for finished food products in Russia and the
Ukraine, the Company intends to own and construct a meat processing plant in
Moscow, using Danish know-how and technology, which would process frozen pig
carcasses from Poland into a variety of finished products which cater to the
tastes of the Russian market. By importing raw material from Poland, the Company
can substantially reduce tariffs and increase its profitability. Pigs in Russia
are more expensive than in Poland because they are raised on collective farms in
Russia in contrast to individual farms in Poland. The Company estimates the
total cost of such a plant at $3-4 million and tentatively plans to finance the
project either through a joint venture with a Russian company or the issuance of
debt or equity.

The Company is also planning to build a 100,000 square-foot refrigerated
warehouse facility in Moscow, 85% of which would be allocated to frozen and
chilled foods and the remaining 15% to dry storage. As planned, the building
would contain new refrigeration and computer equipment from U.S. manufacturers.
The Company estimates that the building will cost approximately $10,000,000 to
build and will take approximately a year to complete. Preliminary investigation
of sites in Moscow has uncovered several properties which already have some of
the infrastructure in place.

In July 1997, the Company met with representatives of Ex-Im Bank, Overseas
Private Investment Corporation, and the U.S. Trade and Development Agency
('TDA') in Washington to determine their interest in funding new refrigerated
warehouses in Moscow. Based upon their interest, the Company submitted a
proposal to the TDA requesting a grant for a feasibility study for one warehouse
in Moscow. In December 1997, the TDA approved $100,000 for such a study, which
is expected to begin in early 1998. The study may take about three months, and
should generate a business plan to enable the Company to obtain government
funding for the design and construction of the plant. Based upon preliminary
discussions with government agencies and commercial banks, the Company believes
that approximately 85% of the project may be financed using funds from such
agencies or banks.

Throughout Russia, there is a dearth of modern, refrigerated warehouses
which can reliably provide cold storage for frozen food. Most of the existing
facilities are over fifty years old, use antiquated refrigeration equipment,
have inadequate or unreliable power sources, and lack security for stored
merchandise. Most U.S. exporters are reluctant to ship bulk quantities of frozen
food to Russia because of this shortage of reliable frozen food warehouses.
Consequently, most of the frozen food shipped into Russia comes from European
manufacturers in truck quantities or from exporters who have their own storage
facilities.

Shuttle is considering participation in the construction of a new plant in
Moscow to build automatic transmissions for the local car market. The
anticipated cost for the plant is $3 million. The Russian government is
currently considering funding for the project, if the plant can produce
transmission parts for domestic autos, and should finalize its conclusions in
mid 1998. The Company may also participate with a U.S. manufacturer.

GOVERNMENT REGULATION

The Company is required to comply with customs and import regulations in
the countries to which it imports its product. To the best of its knowledge, the
Company is in compliance with all such regulations.

EMPLOYEES

At January 8, 1998, the Company employed 9 persons on a full time basis.
The Company also hires from 2-4 part time temporary workers on a day to day
basis, depending upon its requirements. None of the Company's employees is
represented by a union.

PROPERTY

The Company, pursuant to a five-year agreement with the Port Authority of
New York and New Jersey, leases approximately 2,840 square feet of space for an
administrative, clerical and executive office for the Company's export business
at 2 World Trade Center, Suite #2400, New York, NY 10047. The term of the lease
commenced on February 15, 1996. Annual rent payments are $62,484 in years one
and two, $68,160 in year three, $76,680 in year four, and $82,368 in year five.
Under the terms of the Agreement, the Port Authority has the right to terminate
this Agreement without cause, subject to certain conditions, at any time on one
hundred eighty (180) days' notice to the Company. The Company also has a lease
with 1616 Mermaid Associates for a five year term which commenced on January 1,
1995 for approximately 1,000 square feet at 1616 Mermaid Avenue, Brooklyn, New
York 11224. The annual rent is $12,000. The Company has an option to renew this
lease for an additional five year term with annual rent increased by 9%.

Shuttle, pursuant to a five year lease agreement with 1616 Mermaid
Associates, leases approximately 1,000 square feet of space for its export
business at 1616 Mermaid Avenue, Brooklyn, New York 11224. The term of the lease
commenced on March 1, 1994. The annual rent is $18,000.

1616 Mermaid Associates is owned by Messrs. Serge Pisman, Herman Roth and
Yury Greene, the Company's President, Secretary and Treasurer, respectively.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the
directors and executive officers of the Company:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------- --- -------------------------------------------
<S> <C> <C>
Serge Pisman............................... 33 President and Director
Herman Roth................................ 49 Secretary and Director
Yury Greene................................ 58 Treasurer and Director
</TABLE>

Serge Pisman has been President and a Director of the Company since May
1995 and is responsible for business development of food products, food related
equipment and modular construction supplies in Russia and CIS states. Mr. Pisman
has been Executive Vice President of Shuttle since 1991. Mr. Pisman has a
Bachelor's degree in accounting from Brooklyn College.

Yury Greene has been Treasurer and a Director of the Company since May 1995
and is responsible for customer relations and contract negotiation with U.S. and
European suppliers of food products and food related services and implementation
of the first modular construction project in Moscow, Russia. Mr. Greene has been
President of Shuttle since 1991. Mr. Greene has a Bachelor's degree in
Electrical Engineering from the Politechnical Institute in Lvov, Ukraine.

Herman Roth has been Vice President of Shuttle since 1991 and is
responsible for establishing food products and food related equipment and
business development. Mr. Roth has been Secretary and a Director of the Company
since May, 1995. Mr. Roth has a Bachelor's degree in economics from the
Leningrad Agricultural Institute in Russia.

LIMITATIONS ON PERSONAL LIABILITY OF DIRECTORS AND OFFICERS

The Nevada Business Corporation Act, in general, allows corporations to
indemnify their directors and officers against expenses (including attorneys'
fees), judgments, fines and settlement amounts actually and reasonably incurred
by such person in connection with suits or proceedings, if the person acted in
good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation. In the case of the criminal
action, the director or officer must have had no reasonable cause to believe
that person's conduct was unlawful. Under current law, no indemnification may be
made if in connection with a proceeding, or in the right of the corporation in
which the director or officer was adjudged to be liable to the corporation.

The Company will enter into an indemnification agreement with each of its
directors and officers.

OTHER SIGNIFICANT EMPLOYEES

Eric Piker, age 32, has been Director of International Sales of Shuttle
since April 1992 and is responsible for food product research contracts and
customer relations. Mr. Piker has been director of international sales and
marketing of the Company since May 1995.

EMPLOYMENT AGREEMENTS

In January 1998, the Company entered into separate employment agreements
with Serg Pisman, Yury Greene and Herman Roth at annual salaries of $150,000
each. The agreements provide that Mr. Pisman shall be President, Mr. Greene,
Treasurer and Mr. Roth, Secretary. The agreements are all for a term of five (5)
years and automatically renew for successive one (1) year periods unless
terminated on notice at least 60 days prior to the end of the term by either the
Company and/or the employee. Each of the employees may be awarded bonuses as
agreed and set by the board of directors of the Company and are also entitled to
all rights and benefits under the Company's stock Option Plan. The employment
agreements provide that unless the employee is terminated without cause, that
for a period of twelve (12) months after such termination, the employee will not
directly or indirectly

compete with the Company in any capacity. Each of the agreements also provide
that the employees will refrain from disclosing information confidential to the
Company.

In October 1996, Eric Piker entered into an employment agreement with the
Company for a term of 3 years as its Director of International Sales. The
agreement provides for Mr. Piker to receive a salary of $676 per week through
March 21, 1997 and $1,320 per week thereafter.

EXECUTIVE COMPENSATION

The Company has not paid any compensation exceeding $100,000 to its
executive officers since its merger in 1995.

The following table sets forth the annual compensation for the Company's
Chief Executive Officer and President:

<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------
AWARDS
ANNUAL COMPENSATION ---------- PAYOUTS
--------------------------------- SECURITIES ------------
NAME AND PRINCIPAL OTHER ANNUAL UNDERLYING ALL OTHER
POSITION YEAR SALARY* BONUS COMPENSATION OPTIONS COMPENSATION
- ----------------------------------------- ---- ------- ------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Serge Pisman, President.................. 1997 $90,000
1996 47,000 2,000 --
1995 34,000 1,667
</TABLE>

- ------------

* $34,000 was accrued during 1995 but paid in 1996; $19,118 was accrued during
1996 but paid in 1997; and $14,528 was accrued during 1997 and will be paid in
1998.

STOCK OPTION PLAN

The Globus International Resources Corp. 1998 Associate Stock Option Plan
(the 'Option Plan') was adopted by the Board of Directors of the
Company on December 31, 1997. The purpose of the Option Plan is to advance the
interests of the Company and its stockholders by encouraging participation in
the ownership and economic progress of the Company by the Company's Associates
(as that term is defined in the Option Plan) and to provide such Associates with
an opportunity to participate in the increased value of the Company which their
efforts helped produce. The stock options granted under this Option Plan will be
nonstatutory stock options not intended to qualify as incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended. Employees, officers, directors, consultants, contractors and advisors
of the Company or any subsidiary are eligible to receive grants of the Option
Plan stock options. The per share option price of the Common Stock subject to
each option shall be at least equal to the greater of 110% of the fair market
value of the Company's Common Stock on the date of grant. The Option Plan is
administered by a committee appointed by the Board of Directors. The Option Plan
provides that a maximum of 500,000 shares of Common Stock may be issued upon the
exercise of options granted under the Option Plan. If any option granted under
the Option Plan expires or terminates for any reason without having been
exercised in full, then the unpurchased shares, subject to that option will be
available for additional option grants. As of the date of this Prospectus, no
options have been granted under the Option Plan.

CERTAIN TRANSACTIONS

Herman Roth loaned $125,000 to the Company in April, 1996 in exchange for
the Company's 7% promissory note in the principal amount of $125,000. This note,
payable on March 31, 1997 was extended to April 30, 1998.

Ida and Victor Pisman, Serge Pisman's parents, loaned $20,000 to the
Company in August 1996 in exchange for the Company's 15% promissary note in the
principal amount of $20,000. This note was payable on August 22, 1997 and was
extended to August 25, 1998.

Olitsa Roth, through a professional corporation she owns, Herman Roth's
wife, loaned $75,000 to the Company in July, 1996 in exchange for the Company's
7% promissary note in the principal amount of $75,000. This note was paid in
full on March 4, 1997.

Prior to the acquisition of Shuttle, Serge Pisman, Herman Roth and Yury
Greene owned collectively 90% of the capital stock of Shuttle. All of the issued
and outstanding shares of capital stock of Shuttle were acquired by the Company
on December 11, 1996 in exchange for 2,500,000 shares of the Company's common
stock.

Serge Pisman, Herman Roth and Yury Greene own 1616 Mermaid Associates which
leases office space to the Company and to Shuttle. See 'Property.'

Serge Pisman, Herman Roth and Yury Greene have personally guaranteed
payment of sums due under the Company's $1,500,000 line of credit with the Park
Avenue Bank, N.A.

Yury Greene has personally guaranteed payment of sums due under the
Company's $75,000 line of credit with Chase Manhattan Bank, N.A.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the
beneficial ownership of Stock, as of the date of this Prospectus and as adjusted
to reflect the conversion of the Note into the underlying Shares and Warrants
(i) each person who is known by the Company to beneficially own more than 5% of
the Common Stock, (ii) each director of the Company, (iii) each of the Company's
named executive officers and (iv) all directors and executive officers of the
Company as a group.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE APPROXIMATE
BENEFICIAL OWNER OF OWNERSHIP % OF CLASS
- ----------------------------------------------------------------------------- ----------------- -------------
<S> <C> <C>
FTP Inc.(1).................................................................. 1,513,542(1) 21.74%
Robert W. Martyn(1)(2)....................................................... 1,513,542(2) 21.74%
Serge Pisman(3).............................................................. 1,116,667 16.04%
Herman Roth(3)............................................................... 1,116,666 16.04%
Yury Greene(3)............................................................... 1,116,666 16.04%
All directors and officers as a group (3 in number).......................... 3,349,999 48.12%
</TABLE>

(1) FTP Inc.'s and Mr. Martyn's address is 48 Par-La-Ville Road, Hamilton,
Bermuda HM11. The 1,513,542 shares beneficially owned represents 500,637
owned directly, 256,134 Shares which FTP, Inc. has the right to purchase
upon conversion of the Note, at an assumed price of $0.53 per share and
shares underlying 756,771 Warrants, which are issuable in an amount equal to
the number of shares obtained in the conversion of the Note.

(2) Mr. Martyn owns his securities indirectly as sole shareholder of FTP Inc.

(3) Messrs Pisman, Roth and Greene's business address is 2 World Trade Center,
New York, New York 10048. Each of these officers has an option to acquire
300,000 shares of Common Stock at an exercise price of $1.72, which is 110%
of the average bid and asked price per share on the date of grant, which is
included in the shares for each officer and the total.

PLAN OF DISTRIBUTION

The Company will receive none of the proceeds from the sale of the Shares
and Warrants by the Selling Securityholder. Upon the conversion of the remaining
balance of the Note, in full, at an assumed price of $0.53 per share, the
Company will have benefitted from the cessation of its indebtedness represented
by the Note in the approximate amount of $500,000. This Prospectus relates to
the sale of the Shares underlying the Note as well as the Shares underlying the
Warrants any of which Shares and Warrants may be sold from time to time by the
Selling Securityholder. The Selling Securityholder may sell Shares and/or
Warrants in any of several ways, including without limitation, negotiated
transactions, block sales or individual sales. The Company does not know for
certain how the Selling Securityholder will choose to make such sales.

The Company will bear all of the expenses of registration of the Shares and
Warrants under the federal and state securities laws, including legal and filing
fees. Such expenses payable by the Company are currently estimated to be
$90,000.

SELLING SECURITYHOLDER

FTP Inc., a Bahamian corporation, is the holder of the Note which is
convertible into all of the Shares and Warrants offered hereby. FTP, Inc.
presently owns 500,637 shares of the Company's Common Stock. Assuming the
balance of the Note is converted in full at the assumed conversion price of
$0.53 per share, FTP Inc. will own 756,771 shares of Common Stock and 756,771
Common Stock Purchase Warrants. As a result, FTP Inc. will own 21.7% of the
Company's outstanding Common Stock, prior to any sales by FTP Inc. pursuant
hereto.

DESCRIPTION OF SECURITIES

The following description of the Common Stock of the Company and the
Company's Certificate of Incorporation and Bylaws is a summary and is qualified
in its entirety by the provisions of the Certificate of Incorporation and Bylaws
which are included as exhibits to the Registration Statement of which this
Prospectus is a part, and by the provisions of the Nevada Business Corporation
Act.

COMMON STOCK

The Company is authorized to issue 50,000,000 shares of common stock, $.001
par value of which 5,049,497 shares are currently issued and outstanding and an
additional 256,134 shares of which will be issued and outstanding upon
conversion of the balance remaining on the Note. The holders of shares of common
stock have one vote per share. None of the shares have preemptive or cumulative
voting rights, have any rights of redemption or are liable for assessments or
further calls. None of the shares will have any conversion rights. The holders
of common stock are entitled to dividends, when and as declared by the Board of
Directors from funds legally available therefor and upon liquidation of the
Company to share pro rata in any distribution to shareholders.

On October 18, 1996, the Company reverse split its common stock reducing
the number of shares outstanding from 17,692,899 to 353,860.

10% CONVERTIBLE NOTE

The Company has outstanding a 10% Convertible Note, the underlying
securities of which are being offered hereby. The Note is convertible at the
option of the holder thereof at any time. The number of shares of Common Stock
that shall be issuable upon conversion of the Note shall equal the amount of the
outstanding principal for which a Conversion Notice (as such term is defined in
the Note) is given, divided by the conversion price, which in turn is equal to
the lesser of (i) $2.50 per share or (ii) seventy-five percent of the average
closing bid prices of the Company's Common Stock as reported on the
Over-the-Counter Bulletin Board for the five consecutive trading days
immediately preceding the date of conversion. If an effective Registration
Statement of the underlying shares of common stock and warrants into which the
convertible note may be converted is not filed by January 2, 1998, then the
conversion price is adjusted to the lesser (i) of sixty-five (65%) of the
average closing bid prices of the Company's Common Stock as reported for the
five preceding trading days or (ii) $2.50 per share.

COMMON STOCK PURCHASE WARRANTS

Upon conversion of the Note, the Selling Securityholder will receive an
amount of Common Stock Purchase Warrants equal to the number of Shares received
by the Selling Securityholder pursuant to the conversion. Each Warrant is
immediately exercisable and entitles the holder thereof to purchase one share of
Common Stock at a price of $3.625 per share.

TRANSFER AGENT

Continental Stock Transfer & Trust Company, 2 Broadway, New York, New York
is the transfer agent and registrar for the Company's common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Assuming the conversion of the remaining $130,000 balance on the Note in
full at the assumed conversion price of $0.53 per share, the Company will have
outstanding 5,305,631 shares of Common Stock, not including options to acquire
300,000 common shares issued to each of Messrs. Pisman, Greene and Roth. Of such
5,305,631 shares, 2,755,000 shares will be 'restricted securities' and in the
future, may be sold only in compliance with Rule 144 or other exemption under
the Securities Act, unless registered under the Securities Act. Under Rule 144,
a person who has owned Common Stock for at least one (1) year may, under certain
circumstances, sell within any three-month period, a number of shares of Common
Stock that does not exceed the greater of one (1%) percent of the then
outstanding shares of Common Stock or the average weekly trading volume during
the four (4) calendar weeks prior to such sale. In addition, a person who is not
deemed to have been an affiliate at any time during the three (3) months
preceding a sale and who has beneficially owned the restricted securities for
the last two (2) years, is entitled to sell all such shares without regard to
the volume limitations, current public information requirements, manner of sale
provisions and notice requirements. Messrs. Pisman, Greene and Roth own
collectively 2,449,999 restricted shares, not including options to acquire
300,000 common shares issued to each of them. All of such 2,449,999 shares are
currently eligible for resale under Rule 144. The Company cannot predict how
sales made pursuant to Rule 144 would affect the prevailing market price of the
shares of Common Stock. See 'Shares Eligible for Future Sale.'

LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceedings and
has no knowledge that any such proceedings are threatened.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

In September 1995, the Company's securities began trading on the
over-the-counter Bulletin Board and in the over-the-counter market 'pink
sheets'. The Company's trading symbol is 'GIRC'. At June 12, 1998, the average
per share bid and ask price and closing price of the Company's common stock was
$0.75. Over-the-counter market quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commissions and may not represent actual
transactions. The following sets forth the range of high and low bid information
for the quarterly periods indicated as reported by the National Quotation
Bureau:

<TABLE>
<CAPTION>
HIGH LOW
----- ------
<S> <C> <C> <C>
1995:
1st Quarter.................................................................... (1) (1)
2nd Quarter.................................................................... (1) (1)
3rd Quarter.................................................................... 5.125 5.125
4th Quarter.................................................................... 5.125 5.125
1996:
1st Quarter.................................................................... 5.625 4.625
2nd Quarter.................................................................... 4.625 3.75
3rd Quarter.................................................................... 3.875 .25
4th Quarter.................................................................... 1.75 .0625
1997:
1st Quarter.................................................................... 1.125 .125
2nd Quarter.................................................................... .875 .125
3rd Quarter.................................................................... 4.5 2.5
4th Quarter.................................................................... 4.5 1.5
1998
1st Quarter.................................................................... 2.00 1.00
</TABLE>

The foregoing bid information has not been adjusted for the reverse stock
split which occurred on October 18, 1996.
- ------------
(1) Bid information not available.

HOLDERS

As of June 15, 1998, the number of holders of record of shares of common
stock, excluding the number of beneficial owners whose securities are held in
street name was approximately 37.

DIVIDEND POLICY

The Company does not anticipate paying any cash dividends on its common
stock in the foreseeable future because it intends to retain its earnings to
finance the expansion of its business. Thereafter, declaration of dividends will
be determined by the Board of Directors in light of conditions then existing,
including without limitation the Company's financial condition, capital
requirements and business condition.

LEGAL MATTERS

The validity of the Common Stock and Warrants offered hereby will be passed
upon for the Company by Bondy & Schloss LLP, New York, New York. Gerald A.
Adler, Esq., a partner in said firm, owns either directly or indirectly an
aggregate of 107,973 shares of the Company's Common Stock.

EXPERTS

The financial statements of the Company for the years ended September 30,
1997 and 1996 have been audited by Weinick Sanders Leventhal & Co., LLP
certified public accountants, as set forth in

their report hereon appearing elsewhere herein, and are included in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement on Form
SB-2 (together with all amendments and exhibits thereto, the 'Registration
Statement') under the Securities Act, with respect to the shares being offered
in this offering. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain items of which are omitted in
accordance with the rules and regulations of the Commission. The omitted
information may be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional offices located at
Seven World Trade Center, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Chicago, Illinois 60661. Such material can also be obtained at
the Commission's Web site at http://www.sec.gov. Copies of such material can be
obtained from the public reference section of the Commission at prescribed
rates. Statements contained in this Prospectus as to the contents of any
contract or other document field as an exhibit to the Registration Statement are
not necessarily complete and in each instance reference is made to the copy of
the document filed as an exhibit to the Registration Statement, each statement
made in this Prospectus relating to such documents being qualified in all
respect by such reference. For further information with respect to the Company
and the securities being offered hereby, reference is hereby made to such
Registration Statement, including the exhibits thereto and the financial
statements, notes, and schedules filed as a part thereof.

GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
MARCH 31, 1998

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE NO.
-------------
<S> <C>
Independent Accountants' Report....................................................................... F-2

Financial Statements:
Consolidated Balance Sheets as at March 31, 1998 (Unaudited) and September 30, 1997 and 1996..... F-3
Consolidated Statements of Operations For the Six Months Ended March 31, 1998 and 1997
(Unaudited) and For the Years Ended September 30, 1997 and 1996................................. F-4
Consolidated Statements of Changes in Stockholders' Equity For the Six Months Ended March 31,
1998 (Unaudited) and For the Years Ended September 30, 1997 and 1996............................ F-5
Consolidated Statements of Cash Flows For the Six Months Ended March 31, 1998 and 1997
(Unaudited) and For the Years Ended September 30, 1997 and 1996................................. F-6

Notes to Consolidated Financial Statements............................................................ F-7 - F-20
</TABLE>

F-1

INDEPENDENT ACCOUNTANTS' REPORT

To the Board of Directors
GLOBUS INTERNATIONAL RESOURCES CORP.

We have audited the accompanying consolidated balance sheets of Globus
International Resources Corp. (formerly Globus Food Systems International Corp.)
and its subsidiaries as at September 30, 1997 and 1996, and the related
consolidated statements of operations, changes in stockholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Globus Resources International Corp. and its subsidiaries as at September 30,
1997 and 1996, and the results of their operations and their cash flows for the
years ended September 30, 1997 and 1996, in conformity with generally accepted
accounting principles.

WEINICK SANDERS LEVENTHAL & CO., LLP
Certified Public Accountants

New York, N.Y.
December 2, 1997

F-2

GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
----------- ------------------------
1998 1997 1996
----------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS (NOTE 7)
Current assets:
Cash and cash equivalents (Note 2)................................. $ 407,408 $ 517,867 $ 339,844
Cash -- restricted (Notes 2 and 7)................................. 582,868 447,543 1,136,279
Accounts receivable (Notes 2 and 7)................................ 4,144,255 2,721,130 319,546
Inventories (Notes 2 and 10)....................................... 2,112,070 2,004,004 2,889,215
Deferred income taxes (Notes 2 and 8).............................. 34,900 52,000 35,600
Prepaid expenses................................................... 20,000 20,000 5,640
----------- ---------- ----------
Total current assets.......................................... 7,301,501 5,762,544 4,726,124
----------- ---------- ----------
Property assets -- at cost, net of accumulated depreciation (Notes 2 and
4).................................................................... 62,265 27,625 40,771
----------- ---------- ----------
Other assets:
Deferred financing costs (Notes 2 and 13).......................... 31,360 50,000 --
Deferred consulting costs (Notes 2, 10 and 12)..................... 167,500 215,625 --
Goodwill net of accumulated amortization (Note 2).................. 119,747 124,128 --
Organization costs (Note 2)........................................ 3,959 4,991 7,055
Security deposits (Note 5)......................................... 50,000 26,000 26,000
----------- ---------- ----------
372,566 420,744 33,055
----------- ---------- ----------
$ 7,736,332 $6,210,913 $4,799,950
----------- ---------- ----------
----------- ---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank lines of credit payable (Note 7).............................. $ 1,242,879 $ 31,342 $ --
Notes payable -- related parties (Notes 6 and 7)................... 145,000 145,000 220,439
Convertible note payable (Note 7).................................. 280,000 -- --
Current portion of long-term debt (Note 7)......................... -- 41,666 166,667
Accounts and acceptances payable (Note 7).......................... 1,180,327 1,439,619 1,168,167
Accrued expenses and other current liabilities -- related parties
(Note 6)......................................................... 144,252 111,277 79,185
Accrued expenses and other current liabilities..................... 116,777 137,228 51,439
Income taxes payable (Notes 2 and 8)............................... 158,537 142,607 14,118
----------- ---------- ----------
Total current liabilities..................................... 3,267,772 2,048,739 1,700,015
----------- ---------- ----------
Long-term obligations:
Note payable -- bank (Note 7)...................................... -- -- 41,666
Deferred rent liability (Note 9)................................... 15,000 12,921 10,176
Deferred income taxes (Notes 2 and 8).............................. 7,300 -- 2,000
Other obligations (Note 10)........................................ -- -- 127,500
----------- ---------- ----------
Total long-term obligations................................... 22,300 12,921 181,342
----------- ---------- ----------
Commitments and contingencies (Note 12)................................. -- -- --
Stockholders' equity (Notes 1, 7, 10, 12 and 13):
Preferred stock, no par value, authorized and unissued -- 100,000
shares........................................................... -- -- --
Common stock, $.001 par value Authorized -- 50,000,000 shares,
issued and outstanding -- 4,750,533, 4,548,860, and 2,603,860
shares, respectively............................................. 4,750 4,549 2,604
Additional paid-in capital......................................... 4,612,995 4,155,309 3,058,046
Deficit............................................................ (171,485) (10,605) (142,057)
----------- ---------- ----------
Total stockholders' equity.................................... 4,446,260 4,149,253 2,918,593
----------- ---------- ----------
$ 7,736,332 $6,210,913 $4,799,950
----------- ---------- ----------
----------- ---------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3

GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED FOR THE YEARS ENDED
MARCH 31, SEPTEMBER 30,
-------------------------- -------------------------
1998 1997 1997 1996
----------- ----------- ----------- ----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales (Note 11).................................... $11,058,062 $ 7,083,530 $15,389,452 $9,987,751
Cost of goods sold (Note 11)........................... 10,174,397 6,490,783 14,012,761 9,392,550
----------- ----------- ----------- ----------
Gross profit........................................... 883,665 592,747 1,376,691 595,201
----------- ----------- ----------- ----------
Operating expenses:
Selling........................................... 248,668 169,327 429,220 229,534
General and administrative........................ 351,826 210,683 611,154 448,545
Depreciation and amortization..................... 92,089 38,452 109,624 14,461
Allowance for doubtful accounts................... -- -- -- 10,000
----------- ----------- ----------- ----------
Total operating expenses............................... 692,583 418,462 1,149,998 702,540
----------- ----------- ----------- ----------
Income (loss) from operations.......................... 191,082 174,285 226,693 (107,339)
----------- ----------- ----------- ----------
Other income (expenses):
Interest income................................... 24,505 21,186 44,554 44,611
Interest expense (Notes 7 and 10)................. (294,203) (16,168) (27,038) (32,244)
Other income...................................... -- -- 5,487 --
----------- ----------- ----------- ----------
Total other income (expenses).......................... (269,698) 5,018 23,003 12,367
----------- ----------- ----------- ----------
Income (loss) before income taxes and minority
interest............................................. (78,616) 179,303 249,696 (94,972)
Provision for income taxes (Notes 2 and 8)............. 82,264 85,500 118,244 6,662
----------- ----------- ----------- ----------
Income (loss) before minority interest................. (160,880) 93,803 131,452 (101,634)
Minority interest (Notes 1 and 2)...................... -- 2,812 2,812 --
----------- ----------- ----------- ----------
Net income (loss)...................................... $ (160,880) $ 90,991 $ 128,640 $ (101,634)
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Net income (loss) per common share (Note 2)............ $(0.03) $0.03 $0.03 $(0.04)
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
Weighted average number of shares outstanding.......... 4,643,816 3,483,772 3,729,065 2,546,000
----------- ----------- ----------- ----------
----------- ----------- ----------- ----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-4

GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 1998 (UNAUDITED) AND
FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1996

<TABLE>
<CAPTION>
PREFERRED STOCKS COMMON STOCKS ADDITIONAL RETAINED
---------------------- ------------------- PAID-IN EARNINGS
SHARES AMOUNT SHARES AMOUNT CAPTIAL (DEFICIT)
--------- --------- --------- ------ ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance at October 1, 1995 reflective
of the stock splits declared March
15, 1996 October 18, 1996........... -- $ -- 296,000 $ 296 $ 17,954 $(108,698)
Acquisition of 90% interest in Shuttle
International Ltd. on December 11,
1996................................ -- -- 2,250,000 2,250 73,750 68,275
--------- --------- --------- ------ ---------- ---------
Adjusted balance October 1, 1995...... -- -- 2,546,000 2,546 91,704 (40,423)
Issuance of common stock for cash..... -- -- 1,471 2 146,998 --
Issuance of common shares for
inventory........................... -- -- 56,389 56 2,819,344 --
Net loss for fiscal 1996.............. -- -- -- -- -- (101,634)
--------- --------- --------- ------ ---------- ---------
Balance at September 30, 1996......... -- -- 2,603,860 2,604 3,058,046 (142,057)
Proceed from sale of Shuttle's common
stock prior to merger............... -- -- -- -- 100,000 --
Acquisition of Shuttle International
Ltd.-minority interest.............. -- -- 250,000 250 131,179 2,812
Issuance of common stock for
consulting services................. -- -- 500,000 500 299,500 --
Issuance of common stock in
satisfaction of indebtedness for
services rendered................... -- -- 555,000 555 281,445 --
Cancellation of common stock
surrendered by a former
consultant.......................... -- -- (230,000) (230) (137,770) --
Issuance of common stock for cash, net
of offering costs................... -- -- 870,000 870 422,909 --
Net income for fiscal 1997............ -- -- -- -- -- 128,640
--------- --------- --------- ------ ---------- ---------
Balance at September 30, 1997......... -- -- 4,548,860 4,549 4,155,309 (10,605)
Interest element attributed to
convertible debt.................... -- -- -- -- 269,231 --
Debt converted to equity.............. -- -- 201,673 201 188,455 --
Net loss for the six months ended
March 31, 1998 (Unaudited).......... -- -- -- -- -- (160,880)
--------- --------- --------- ------ ---------- ---------
Balance at March 31, 1998
(Unaudited)......................... -- $ -- 4,750,533 $4,750 $4,612,995 $(171,485)
--------- --------- --------- ------ ---------- ---------
--------- --------- --------- ------ ---------- ---------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5

GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE SIX FOR THE
MONTHS ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
-------------------------- --------------------------
1998 1997 1997 1996
----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED)

<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)............................................ $ (160,880) $ 90,991 $ 128,640 $ (101,634)
----------- ----------- ----------- -----------
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization............................ 92,089 38,452 109,624 14,461
Deferred income taxes.................................... 24,400 13,300 (18,400) 17,400
Deferred rent............................................ 2,079 4,076 2,745 10,176
Provision for doubtful accounts.......................... -- -- -- 10,000
Common stock issued for services rendered................ -- 16,500 16,500 127,500
Interest charge on debt discount......................... 269,231 -- -- --
Minority interest........................................ -- 2,812 2,812 --
Increase (decrease) in cash flows as a result of changes
in asset and liability account balances:.............
Accounts receivable.................................. (1,423,125) (876,424) (2,401,584) 151,913
Inventories.......................................... (108,066) 240,441 885,211 (50,315)
Prepaid expenses..................................... -- 5,640 (14,360) 22,340
Accounts and acceptances payable..................... (259,292) (212,611) 271,452 (16,342)
Accrued expenses and other current liabilities:......
Related parties.................................. 32,975 (35,012) 32,092 (36,999)
Other............................................ (16,593) (5,737) 85,789 (3,967)
Income taxes payable................................. 15,930 67,600 128,489 1,818
----------- ----------- ----------- -----------
Total adjustments............................................ (1,370,372) (740,963) (899,630) 247,985
----------- ----------- ----------- -----------
Net cash provided by (used in) operating activities............ (1,531,252) (649,972) (770,990) 146,351
----------- ----------- ----------- -----------
Cash flows from investing activities:
Acquisition of property assets............................... (44,751) -- (2,738) (31,446)
Security deposits............................................ (24,000) -- -- (21,000)
----------- ----------- ----------- -----------
Net cash used in investing activities.......................... (68,751) -- (2,738) (52,446)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Proceeds from line of credit................................. 1,211,535 12,058 31,342 --
Proceeds from convertible note payable....................... 500,000 -- -- --
Repayments of long-term note payable......................... (41,666) (83,334) (166,667) (166,667)
Proceeds from and repayments of related party indebtedness... -- (75,000) (75,439) 209,819
Proceeds from issuance of common stock....................... -- 469,779 523,779 147,000
Deferred financing cost...................................... (45,000) -- (50,000) --
----------- ----------- ----------- -----------
Net cash provided by financing activities...................... 1,624,869 323,503 263,015 190,152
----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents........... 24,866 (326,469) (510,713) 284,057
Cash and cash equivalents at beginning of year................. 965,410 1,476,123 1,476,123 1,192,066
----------- ----------- ----------- -----------
Cash and cash equivalents at end of year....................... $ 990,276 $ 1,149,654 $ 965,410 $ 1,476,123
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Supplemental Schedules of Non-Cash Operating and Financing
Activities:
Common stock issued for acquisition of inventory, services
rendered and payment of liability for services previously
rendered................................................... $ -- $ 467,000 $ 572,000 $ 2,819,400
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Common stock issued for acquisition of minority interest..... $ -- $ 150,000 $ 150,000 $ --
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Common stock issued in conversion of debt.................... $ 223,856 $ -- $ -- $ --
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Supplemental Disclosures of Cash Flow Information:
Interest paid................................................ $ -- $ -- $ 12,411 $ 23,918
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Taxes paid................................................... $ 42,370 $ 2,300 $ 4,744 $ 1,894
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>

See accompanying notes to consolidated financial statements.

F-6

GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(INFORMATION RELATING TO THE SIX MONTHS ENDED
MARCH 31, 1998 AND 1997 IS UNAUDITED) AND
AS AT AND FOR THE YEARS SEPTEMBER 30, 1997 AND 1996

NOTE 1 -- ORGANIZATION

Globus International Resources Corp. (the 'Company') was incorporated in
the State of Nevada on October 24, 1984 as Ross Custom Electronics. On March 15,
1995, the Company merged with Globus Food Systems International Corp. ('Globus')
and changed its name to Globus Food Systems International Corp. hereafter
referred to as the Merger. On September 18, 1996, the Company formed a
wholly-owned New York State subsidiary corporation, Globus Food Systems
International Corp. On October 8, 1996, the Board of Directors approved the
change of the Company's name to Globus International Resources Corp. and
declared a reverse stock split of 1 share for each 50 shares issued and
outstanding.

Prior to the Merger, the Company on March 15, 1995 amended its article of
incorporation to change its authorized common shares from 200,000 (4,000 shares
after retroactively reflecting the October 18, 1996 reverse split) $1.00 par
value shares to 50,000,000 authorized shares with a par value of $.001. Then the
Board of Directors immediately declared a forward stock split of 10:1 thereby
increasing the issued and outstanding shares from 200,000 to 2,000,000 (4,000 to
40,000 shares after retroactively reflecting the October 18, 1996 reverse
split). Under the terms of the Merger the Company exchanged 5,000,000 (100,000
shares after retroactively reflecting the October 18, 1996 reverse split) shares
of its common stock for a like number of the Globus common shares. The value of
the shares issued in the Merger exchange was $5,000. The Company also issued
700,000 (14,000 shares after retroactively reflecting the October 18, 1996
reverse split) shares of its common stock to a consultant of Globus for services
rendered in the Merger. The merger transaction is being accounted for as a
reverse acquisition in a manner similar to a pooling of interests.

On December 11, 1996, the Company acquired all of the issued and
outstanding capital stock of Shuttle International, Ltd. (Shuttle) in exchange
for 2,500,000 shares of the Company's common stock. The Company's three
officer/directors owned 90% of the Shuttle prior to the acquisition by the
Company. Both Globus and Shuttle were under the common control of these three
officers since March 15, 1995. After the acquisition these three
officer/directors owned 2,449,999 (55.6%) shares of the Company's issued and
outstanding common stock whereas prior to the acquisition, they owned 200,000
shares of (56.5%) of the Company's then issued and outstanding common shares.
The acquisition of Shuttle was accounted for (i) at historical cost in a manner
similar to a pooling of interest for the acquired stock of the Company's three
officer/directors and (ii) as a purchase recorded at market value for the
acquired stock of the minority interest and the resulting goodwill for the
difference between the market value of the minority interest and its equity on
the date acquired.

The accompanying financial statements reflect the Merger, the March 15,
1995 and September 12, 1995 stock splits, the issuance of the common shares to
the consultant, the October 18, 1996 reverse stock split, and the December 11,
1996 acquisition of 90% of Shuttle as if they had occurred at the beginning of
the periods presented.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) BUSINESS

Globus is a full service export distributor of food and paint products from
manufacturers in the United States and Europe primarily to the Russian and CIS
States marketplaces.

Shuttle is engaged in the distribution and exportation of non-food products
such as auto parts and clothing primarily to Russia and the CIS states or,
generally, the same geographic areas involved with the Company's food business.
Shuttle also has an International Seminars Department which provides

F-7

GLOBUS INTERNATIONAL RESOURCES CORP. AND SUBSIDIARIES
(FORMERLY GLOBUS FOOD SYSTEMS INTERNATIONAL CORP.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(INFORMATION RELATING TO THE SIX MONTHS ENDED
MARCH 31, 1998 AND 1997 IS UNAUDITED) AND
AS AT AND FOR THE YEARS SEPTEMBER 30, 1997 AND 1996

directors, and management of large and medium size Russian companies with
western banking, financial systems and accounting seminars at the World Trade
Center Institute in New York City.

Previously Shuttle, in cooperation with a Canadian modular housing
manufacturer, had built modern cottages in an exclusive Moscow suburb. All
houses were pre-built in Canada and shipped in sea containers.

Both Globus' and Shuttle's business rely upon their established trade
relationships in Russia and the CIS states.

(b) PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements as at September 30, 1997
and March 31, 1998, for the year ended September 30, 1997, and for the six
months ended March 31, 1998 and 1997 include the accounts of Globus
International Resources Corp. and its subsidiaries, Shuttle International, Ltd.
and Globus Foods International, Inc. The consolidated financial statements as at
September 30, 1996 includes the accounts of Globus International Resources Corp.
and its subsidiaries, Shuttle International, Ltd. for the year ended September
30, 1996 and Globus Foods International, Inc. as at September 30, 1996 and from
its inception on September 18, 1996 to September 30, 1996. All material
intercompany transactions and balances have been eliminated in consolidation.

The financial statements as at March 31, 1998 and for the six months ended
March 31, 1998 and 1997 have not been audited. In the opinion of management, the
unaudited interim consolidated financial statements reflect all adjustments and
accruals, consisting only of normal recurring adjustments and accruals,
necessary to present fairly the financial position of the Company as at March
31, 1998 and the results of its operations, changes in stockholders' equity and
cash flows for the six months ended March 31, 1998 and 1997. The results for the
six months ended March 31, 1998 and 1997 are not necessarily indicative of the
results to be expected for the full year.

The Company recognizes revenues in accordance with generally accepted
accounting principles in the period in which its products are shipped to its
customers. The Company records expenses in the period in which they are
incurred, in accordance with generally accepted accounting principles.

(d) USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.

(e) CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

(f) CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and trade accounts
receivable. The Company places its cash with high

F-8

credit quality financial institutions which at times may be in excess of the
FDIC insurance limit. Concentrations of credit risk with respect to trade
accounts receivable are generally limited due to the Company's requiring the
prepayment from approximately 30% of its customers of up to 50% of each sale
prior to shipment. Additionally, the accompanying financial statements reflect
an allowance for doubtful accounts of $10,000 at March 31, 1998, September 30,
1997 and 1996.

(g) INVENTORIES

Inventories, consisting principally of finished goods, are valued at the
lower of cost (first-in, first-out method) or market.

(h) PROPERTY AND EQUIPMENT

The cost of property and equipment is depreciated over the estimated useful
lives of the related assets of 5 to 7 years. The cost of leasehold improvements
is amortized over the lesser of the length of the related leases or the
estimated useful lives of the assets. Depreciation is computed on the straight-
line method for financial reporting purposes. Repairs and maintenance
expenditures which do not extend original asset lives are charged to income as
incurred.

(i) GOODWILL

In December 1996, the Company acquired all of the outstanding capital stock
of Shuttle which was owned 90% by officer/directors of the Company. The
remaining 10% was owned by an unaffiliated individual who received 250,000
shares of the Company's common stock for his minority interest which aggregated
$18,571. The Company's common stock had a fair value of $0.60 per share at the
time of acquisition for a aggregate value of $150,000. The difference between
the fair value of the Company's common stock and the minority interest at the
date of acquisition aggregating $131,429 has been attributed to goodwill and is
being amortized over fifteen (15) years. Amortization charged to operations was
$7,301, $4,381 and $2,921 for the year ended September 30, 1997, and for the six
months ended March 31, 1998 and 1997, respectively.

(j) INCOME TAXES

Deferred taxes are primarily attributable to different methods of computing
depreciation and amortization and timing differences of deducting officers'
compensation for financial reporting purposes and income tax reporting purposes.

(k) INTANGIBLES

Organization costs are being amortized over a sixty month period.
Amortization charged to operations was $2,064 and $2,215 in the years ended
September 30, 1997 and 1996, respectively and $1,032 for the six months ended
March 31, 1998 and 1997.

Deferred consulting costs are being amortized over the life of the
consulting agreements. Amortization charged to operations in fiscal 1997 was
$84,375 and for the six months ended March 31, 1998 and 1997 was $48,125 and
$26,667.

Deferred financing costs are legal, accounting and other costs associated
with the placement of a $500,000 convertible note in November 1997. Amortization
charged to operations in the six months ended March 31, 1998 was $28,440. In
January 1998, deferred financing costs of $35,200 were charged to

F-9

additional paid-in capital upon the conversion of $220,000 of the convertible
note into 201,673 shares of the Company's common stock.

(l) PER SHARE DATA

Net income (loss) per share was computed by the weighted average number of
shares outstanding during each period. The issuance of all common shares in
connection with the stock splits, the Merger (consummated on March 15, 1995),
the October 18, 1996 reverse stock split and the acquisition of Shuttle have
been retroactively reflected in the computation as if they had occurred as at
October 1, 1994.

NOTE 3 -- ACQUISITION OF SHUTTLE INTERNATIONAL, LTD.

On December 11, 1996, the Company acquired all of the capital stock of
Shuttle International, Ltd. ('Shuttle') in exchange for 2,500,000 shares of the
Company's common stock. This transaction has been accounted for as a pooling of
interests and, accordingly, the consolidated financial statements for the period
presented have been restated to reflect the accounts of the Company and Shuttle.

Unaudited net sales and net income (loss) of the separate companies for the
periods preceding the acquisition were as follows:

<TABLE>
<CAPTION>
GLOBUS SHUTTLE
------------------------ -----------------------
NET INCOME NET INCOME
NET SALES (LOSS) NET SALES (LOSS)
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
For the three months ended December 31, 1996....... $3,616,581 $ 74,511 $ 323,219 $ 28,124
---------- ---------- --------- ----------
---------- ---------- --------- ----------
For the year ended September 30, 1996.............. $9,708,457 $(196,241 ) $ 279,294 $(59,893)
---------- ---------- --------- ----------
---------- ---------- --------- ----------
</TABLE>

NOTE 4 -- PROPERTY ASSETS

Property assets consist of:

<TABLE>
<CAPTION>
SEPTEMBER 30,
MARCH 31, -------------------
1998 1997 1996
----------- ------- -------
(UNAUDITED)
<S> <C> <C> <C>
Data processing and office equipment.............................. $72,629 $55,930 $52,792
Furniture and fixtures............................................ 21,283 21,283 21,683
Automobiles and trucks............................................ 28,052 -- --
----------- ------- -------
121,964 77,213 74,475
Less: Accumulated depreciation.................................... 59,699 49,588 33,704
----------- ------- -------
$62,265 $27,625 $40,771
----------- ------- -------
----------- ------- -------
</TABLE>

Depreciation expense charged to operations for the years ended September
30, 1997 and 1996 amounted to $15,884 and $12,347, respectively and for the six
months ended March 31, 1998 and 1997 was $10,111 and $7,832, respectively.

F-10

NOTE 5 -- SECURITY DEPOSITS

Security deposits are comprised of rent deposits relating to various
leaseholds which the Company occupies of which $3,000 is for warehouse space
leased for a related party (See Note 6).

NOTE 6 -- RELATED PARTY TRANSACTIONS

(a) NOTES PAYABLE

A stockholder and the Company entered into a loan agreement on April, 1996
whereby the stockholder acquired the Company's 7% interest bearing note $125,000
at par. The note was originally payable in full plus accrued interest on March
31, 1997. On April 30, 1997, the note was amended and the due date was extended
to April 30, 1998. As a condition of the extension of the above note, the
Company's 7% interest bearing note payable (which was originally payable in full
plus accrued interest on July 16, 1997) to a professional corporation owned by
this stockholder's spouse in the amount of $75,000 was prepaid in March 1997.
Interest charged to operations for the years ended September 30, 1997 and 1996
was $11,337 and $4,375, and for the six months ended March 31, 1998 and 1997 was
$5,376 and $5,669, respectively. Accrued interest payable on these loans
aggregated $21,128, $15,752 and $4,376 at March 31, 1998, September 30, 1997 and
1996, respectively, and is included in accrued expenses. In May 1997, the
stockholder agreed to subordinate his loan to a bank which had granted the
Company a $2,000,000 line of credit.

On August 26, 1996, the parents of the Company's President purchased
Shuttle's 15% interest bearing $20,000 note at par. The note, as amended, is
repayable in full on August 25, 1998 with accrued interest. Interest charged to
operations was $2,925 and $325 for the years ended September 30, 1997 and 1996,
and was $1,500 for the six months ended March 31, 1998 and 1997, respectively.
Accrued interest payable to these individuals is $4,750 which is included in
accrued expenses at March 31, 1998, $3,250 at September 30, 1997 and $325 at
September 30, 1996. These creditors have agreed to subordinate this indebtedness
to a bank which had granted the Company a $2,000,000 line of credit in May 1997.

(b) LOAN PAYABLE

Included in accrued expenses -- related parties at September 30, 1996 is a
non-interest bearing $10,000 demand loan payable to a corporation which is
controlled by Company's three executive officer/directors. This loan was repaid
in 1997.

Globus and Shuttle lease warehouse space from an entity controlled by three
of the Company's officer/directors. Rent charged to operations in the years
ended September 30, 1997 and 1996 was $30,000 and $27,000, respectively, and for
the six months ended March 31, 1998 and 1997 was $15,000 of which $34,875,
$27,375 and $20,000 was unpaid and included in accrued expenses -- related
parties at March 31, 1998, September 30, 1997 and 1996, respectively. The leases
which expire in 1999 require aggregate monthly rentals of $2,500. Each lease has
option for renewal of five years at aggregate monthly rentals of $3,000.

(d) OFFICERS' COMPENSATION

On May 1, 1995, the Company's President, CFO and Vice President of sales
were authorized compensation in the aggregate of $127,000 per year. Although the
Board of Directors' resolution was

F-11

for one year, these officers, who also comprise the entire Board of Directors
have verbally agreed to continue to be employed at the same annual amounts
through September 30, 1996. The officers have also agreed to defer payment of
their compensation until the Company's cash flow permits. Compensation charged
to operations for these officer/directors was $133,000, $270,000, and $195,000
during fiscal 1996, fiscal 1997 and the six months ended March 31, 1998,
respectively. At March 31, 1998, September 30, 1997 and 1996 these officers were
owed $86,000, $65,000 and $39,000, respectively, in unpaid wages. In August
1997, the Board authorized each of these officers' compensation at $90,000 for
fiscal 1997 and in November 1997 each of these officers compensation was
increased to $150,000 for calendar 1998.

NOTE 7 -- FINANCING ARRANGEMENTS

(a) LONG-TERM DEBT

The Company entered into an unsecured $500,000 working capital term loan
agreement on April 2, 1995 with a foreign bank. The loan is to be repaid in
twelve (12) equal quarterly principal installments of $41,667 plus interest at
1.75% (7.53% at September 30, 1997 and 7.23% at September 30, 1996) over the
LIBOR rate with the final installment paid in January 1998. Current maturities
of this indebtedness are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30,
MARCH 31, ----------------------
1998 1997 1996
----------- -------- ---------
(UNAUDITED)
<S> <C> <C> <C>
1997........................................................... $ -- $ -- $ 166,667
1998........................................................... -- 41,666 41,666
----------- -------- ---------
-- 41,666 208,333
Less: Portion payable in one year.............................. -- (41,666) (166,667)
----------- -------- ---------
$ -- $ -- $ 41,666
----------- -------- ---------
----------- -------- ---------
</TABLE>

(b) SHORT-TERM DEBT

(i) Banks

The Company has five credit facilities at March 31, 1998 with four domestic
banks. Two unsecured lines of credit arrangements with two banks aggregating
$100,000 were entered into in 1996. One line, which is guaranteed by an officer
of the Company, for a maximum borrowing of $75,000 had $19,444 and $57,616
outstanding at September 30, 1997 and March 31, 1998, respectively. Another line
of $25,000 had $11,898 outstanding at March 31, 1998 and September 30, 1997.
Interest on the lines which averaged 10.5% in 1997 is 2% over prime (10.5% at
March 31, 1998 and September 30, 1997). During fiscal 1997, the average
month-end balance outstanding under these two lines was $13,652 and the highest
month-end balance was $31,898. The Company in December 31, 1997 obtained an
unsecured $25,000 line of credit of which $25,000 was outstanding at March 31,
1998. The line bears interest at 15% and is guaranteed by an officer of the
Company. The Company's fourth credit facility allows the Company to obtain
letters of credit and acceptances payable for acquiring its finished goods up to
an aggregate of $1,500,000 of which no portion was outstanding at March 31, 1998
and $35,000 was outstanding at September 30, 1997. The facility does not permit
borrowing by the Company. The Company has pledged its accounts receivable and
certain cash accounts held by the bank as collateral for any obligation under
this credit facility. At March 31, 1998, September 30, 1997 and 1996, the cash

F-12

pledged as collateral was $0, $35,000 and $1,136,279, respectively. In May 1997,
the Company obtained a fifth line of credit from a bank for letters of credit,
direct borrowings and acceptances payable aggregating $2,000,000 of which a
maximum of $1,500,000 can be used for direct debt and acceptances payable. There
were no direct or acceptance borrowings under this line from inception to
September 30, 1997. The Company at September 30, 1997 utilized $865,811 of this
line in letters of credit. At March 31, 1998, the Company had outstanding direct
debt of $454,000, acceptances payable of $714,305 and letters of credit of
$582,206. At March 31, 1998 the bank temporarily increased the line to
$1,760,511, of which up to $1,600,000 can be direct borrowings. Outstanding debt
borrowings under this line of credit bear interest at 1 3/4% over prime (10.25%
at March 31, 1998 and September 30, 1997). This line is collateralized by the
guarantees of three of the Company's officer/directors and a first lien on all
corporate assets not previously pledged or collateralized. One of these
stockholders and the parent of another have subordinated notes payable by the
Company to them aggregating $145,000 to this bank. Additionally, the Company
must maintain certificates of deposit with this bank equal to 50% of the amount
of any outstanding letters of credit and/or bank borrowings under the line. The
cash pledged as collateral under this was $582,868 at March 31, 1998 and
$447,543 at September 30, 1997.

(ii) Related Parties

On April 7, 1996, the Company borrowed $125,000 from an officer/stockholder
which is to be repaid, as extended, with interest at 7% on April 30, 1998: on
July 16, 1996 the Company borrowed $75,000 from a professional corporation,
controlled by this stockholder's spouse, which was repaid in March 1997: and on
August 26, 1996 the Company borrowed $20,000 from a parent of its President as
evidenced by a 15% note which is repayable in full, as extended, on August 25,
1998 with accrued interest. Both of these notes are subordinated to a bank (see
above).

(iii) Convertible Note

On November 2, 1997, the Company sold at par its 10% interest bearing
convertible note in the amount of $500,000 to a foreign corporation. The note is
due and payable on November 2, 1998. In connection with the sale of the note,
the Company incurred $95,000 of financing costs which are being amortized over
the life of the note. The note principal and incurred interest, at the holder's
option is convertible in whole or part into (i) shares of the Company's common
stock at the lesser of $2.50 per share or 75% of the average bid and ask of the
Company's common stock for the five (5) trading days immediately proceeding the
noteholder's notice to convert and (ii) an equal number of warrants to acquire
the same number of shares in (i) at $3.625 per share. If the Company is not
successful in registering the underlying common shares as freely trading stock,
when and if such note or any portion thereof is converted, by January 2, 1998,
then the conversion price is adjusted to the lesser of $2.50 per share or 65% of
the average bid and asked of the Company's common stock for the five preceding
trading days. As required by generally accepted accounting principles a
financing expense of $224,103 was charged to operations for the discount between
the amount paid for the note and the fair value of the common shares into which
it can be converted with a corresponding increase in additional paid-in capital.
On January 5, 1998, $223,857 of principal and interest was converted into
201,673 shares of common stock and warrants to acquire 201,673 shares of common
stock at $3.625 per share. On May 14, 1998, an additional $150,000 in the note's
principal plus $7,890 in interest was converted into 298,964 shares of the
Company's common stock.

F-13

NOTE 8 -- INCOME TAXES

The components of the provision (credit) for income taxes are:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE YEARS
ENDED ENDED
MARCH 31, SEPTEMBER 30,
------------------- --------------------
1998 1997 1997 1996
------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C>
Currently payable:
Federal.................................................. $49,500 $ 76,500 $ 99,244 $(15,800)
State and local.......................................... 15,064 22,300 37,400 4,762
------- -------- -------- --------
64,564 98,800 136,644 (11,038)
------- -------- -------- --------
Deferred:
Federal.................................................. 13,400 (11,000) (13,400) 17,300
State and local.......................................... 4,300 (2,300) (5,000) 400
------- -------- -------- --------
17,700 (13,300) (18,400) 17,700
------- -------- -------- --------
$82,264 $ 85,500 $118,244 $ 6,662
------- -------- -------- --------
------- -------- -------- --------
</TABLE>

Deferred tax provision (benefit) results from differences in the
recognition of expense for tax and financial statement purposes. The sources of
these differences and the federal tax effect of each are as follows:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS FOR THE YEARS
ENDED ENDED
MARCH 31, SEPTEMBER 30,
------------------- -------------------
1998 1997 1997 1996
------- -------- -------- -------
(UNAUDITED)
<S> <C> <C> <C> <C>
Related party interest and rent expense................... $ 700 $ (6,000) $ (6,400) $(4,300)
Allowance for doubtful accounts........................... -- -- (900) (3,400)
Depreciation of property assets........................... 5,600 -- -- 4,400
Executive compensation.................................... 7,100 (5,000) (6,100) 20,600
------- -------- -------- -------
$13,400 $(11,000) $(13,400) $17,300
------- -------- -------- -------
------- -------- -------- -------
</TABLE>

The difference between income taxes computed using the statutory federal
income tax rate and that shown in the financial statements are summarized as
follows:

<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
MARCH 31,
---------------------------------------
1998 1997
----------------- ----------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income (loss) before income taxes............................ $(78,616) $179,303
-------- --------
-------- --------
Computed tax -- benefit at statutory rate.................... $(26,700) (34.0)% $ 61,000 34.0%
State tax net of federal tax benefit......................... 12,564 16.0 13,200 7.4
Non-deductible portion of interest and compensatory element
of debt and common stock issuances......................... 76,300 116.5 5,600 3.1
Amortization of goodwill..................................... 1,500 1.9 1,000 0.5
Other -- net................................................. 3,300 4.2 4,700 2.6
-------- ----- -------- ----
Total tax provision..................................... $ 82,264 104.6% $ 85,500 47.6%
-------- ----- -------- ----
-------- ----- -------- ----
</TABLE>

F-14

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
SEPTEMBER 30,
---------------------------------------
1997 1996
---------------- -----------------
<S> <C> <C> <C> <C>
Income (loss) before income taxes............................ $249,696 $(94,972)
-------- --------
-------- --------
Computed tax -- benefit at statutory rate.................... $ 84,900 34.0% $(32,300) (34.0)%
State tax net of federal tax benefit......................... 16,944 6.8 3,462 3.6
Non-deductible portion of interest and compensatory element
of debt and common stock issuances......................... 5,600 2.2 28,400 29.9
Amortization of goodwill..................................... 2,500 1.0 -- --
Other -- net................................................. 8,300 3.4 7,100 7.5
-------- ---- -------- -----
Total tax provision..................................... $118,244 47.4% $ 6,662 7.0%
-------- ---- -------- -----
-------- ---- -------- -----
</TABLE>

NOTE 9 -- DEFERRED RENT

The accompanying financial statements reflect rent expense on a
straight-line basis over the life of the lease. Rent expense charged to
operations differs with the cash payments required under the terms of the real
property operating leases because of scheduled rent payment increases throughout
the term of the leases. The deferred rent liability is the result of recognizing
rental expense as required by generally accepted accounting principles.

NOTE 10 -- COMMON STOCK

(a) SALE OF SECURITIES

(i) The Company during 1997 in a best efforts private placement
memorandum sold to qualified investors 87 units of its securities for cash
of $423,779 (net of costs associated with the offering of $98,221) pursuant
to Rule 504 of Regulation D of the Securities Act of 1933, as amended. Each
unit is comprised of 10,000 shares of the Company's $.001 par value common
stock. The offering memorandum which was originally for 70 units and
scheduled to expire on March 30, 1997 was extended and the number units to
be sold was increased.

(ii) The Company sold 971 shares and 500 shares of its common shares
(as adjusted for all stock splits) in January, 1996 and March, 1996,
respectively, for an aggregate of $147,000.

(iii) The Company in May 1996, exchanged 56,389 of its common shares
(as adjusted for all stock splits) for inventory of automotive paint whose
fair market value was $2,819,400. The Company, at its option, through
April, 1999 may repurchase all or a portion of the shares for $75 per
share.

(b) COMMON STOCK ISSUED FOR SERVICES RENDERED

During 1997, the Company satisfied liabilities for services rendered during
the year ended September 30, 1996 by employees, counsel and a consultant by the
issuance of shares of its common stock. The fair value of the shares issued on
the dates of each issuance, as determined by the Board of Directors, was charged
to operations in fiscal 1996. The obligations so satisfied are as follows:

(i) The Board of Directors on October 26, 1996 entered into employment
agreement with two employees for 3 years, as amended, at annual aggregate
salaries of approximately $120,000. Each

F-15

contract stipulated that each employee was to receive shares of the
Company's common stock as payment for services previously rendered
aggregating $3,465. The fair value of the 55,000 shares issued to the
employees, as determined by the Board of Directors on October 26, 1996, of
$22,000 was charged to operations in fiscal 1996 and included in other
obligations payable at September 30, 1996. The $18,535 variance in
valuations arises from the employees' belief that if they were to sell
unregisterd securities of the Company to realize their past compensation in
cash the market value of the Company's securities would be so severely
adversely impacted that approximately 55,000 of the Company's unregistered
common shares would be required to be sold to realize the unpaid
compensation.

(ii) The Board of Directors on November 1, 1996 entered into an
agreement with its counsel under which the Company issued 200,000 shares of
its common stock as full payment of legal expenses incurred prior to
September 30, 1996. Although, the agreement stipulates that the law firm
valued the services when rendered at $15,000, the Board of Directors
determined that the fair value of the shares (based on the shares average
bid and ask market price quotations on that day) issued on the date of
issuance was $80,000 which was charged to operations in fiscal 1996 and
included in other obligations payable at September 30, 1996. The variance
in the valuations results from the law firm's requiring sufficient
securities to compensate its not having received cash for its services.
Counsel believed that if it were to try to realize their fees from the sale
of the Company's securities on that date in one transaction (or in a series
of transactions within a brief timeframe) the per share market price would
be so negatively affected that, in counsel's estimation, approximately
200,000 shares would be required to be sold.

(iii) The Board of Directors on December 1, 1996 entered into an
agreement with a financial consultant for 3 years, as amended. The
consultant is to receive $2,500 per month for his consulting services. The
agreement also required the Company to issue 300,000 share of its common
stock as full payment of $25,500 for services rendered by the consultant
prior to September 30, 1996. The fair value of the common shares issued, as
determined by the Board of Directors on December 1, 1996, was $180,000
($0.60 per share) of which $25,500 was charged to operations in 1996 and is
included in other obligations payable at September 30, 1996. On May 22,
1997, the Company and this consultant terminated the agreement. As part of
the termination, the consultant surrendered to the Company 230,000 shares
of the Company's common stock which was issued to him for no consideration.
The Company canceled and returned to authorized and unissued these
surrendered shares and is reflected in the financial statements as a
reduction of common stock and additional paid-in capital of $138,000. The
Company charged to operations $16,500 in both the six months ended March
31, 1997 and fiscal 1997 for the excess of the fair value of the 70,000
shares of common stock not surrendered of $42,000 ($0.60 per share) and the
value the consultant attributed to his services.

(iv) In December 1996, the Company entered into a three year
consulting services agreement with Crabbe Capital Group Ltd. which was
subsequently extended an additional year. The agreement requires that the
consultant shall (i) introduce the Company to the consultant's network of
domestic and international commercial banking sources, (ii) advise and
assist the Company in identifying, studying, and evaluating interest and
exchange rate fluctuations, and (iii) assist the Company in securing
letters of credit and reviewing its commercial banking alliances and
strategies. As compensation for entering into the agreement, the Company
issued 325,000 shares of its common stock, 275,000 of which were issued
pursuant to Rule 504 of Regulation D of the Securities Act of 1933, as
amended. The remaining 50,000 shares state that those shares have not been
registered under the Securities Act of 1933, as amended.

F-16

(v) The fair value of the 325,000 shares of common stock issued of
$195,000 as determined by the Board of Directors will be amortized and
charged to operations over the life of the consulting agreement.

(vi) In December 1996, the Company entered into a one year consulting
services agreement (the 'Agreement') with Comstat, Inc. under the terms of
which, the consultant shall advise and assist the Company in identifying,
studying, and evaluating mergers, acquisitions, joint ventures, and
strategic alliances, strategic corporate planning and long-term business
policies. Additionally, the consultant shall assist the Company in
acquiring additional products to increase its product line through its
network of import/export associates. As compensation for entering into the
agreement, the Company issued 50,000 shares of its common stock issues,
pursuant to Rule 504 of Regulation D of the Securities Act of 1993, as
amended. The fair value of the 50,000 shares of $30,000 as determined by
the Board of Directors will be amortized and charged to operations over the
life of the agreement.

(vii) In March 1997, the Company entered into a two year consulting
agreement with Regency Group Enterprises, Inc. The consultant received
125,000 shares of the Company's common stock to render financial advise in
regards to strategic corporate planning, long-term investment policies, and
potential mergers and acquisitions. The fair value as determined by the
Board of Directors, of shares issued of $75,000 will be amortized over the
two year life of the agreement.

(i) The Company granted to each of three officers on December 31, 1997
options to acquire 300,000 shares of the Company's common stock at $1.72 per
share (110% of the market value at the date of grant. The Company applies APB 25
in accounting for its stock options. Accordingly, because the grant price
equalled or exceeded the market price on the date of grant, no compensation
expense is recognized for the stock options issued. The fair value of the
900,000 options granted on December 31, 1997 of $1,404,000 ($1.56 per share) is
being amortized to expense over the option period in determining their pro forma
earnings impact. Had compensation cost for these stock options been recognized
based upon the fair value on the grant date under the methodology prescribed by
FAS 123, the Company's net income and earnings per share for the six months
March 31, 1998 would have been impacted by a charge for compensation of $21,100
(net of an income tax effect of $14,000) resulted in an adjusted net loss of
$136,952 or ($0.03) per share.

The fair value of the options granted is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted average
assumptions:

<TABLE>
<S> <C>
Expected life of option....................................... 10 years
Risk-free interest rate....................................... 10.0%
Expected volatility........................................... 175.0%
Expected dividend yield....................................... NONE
</TABLE>

(ii) The Globus International Resources Corp. 1998 Associate Stock Option
Plan (the 'Option Plan') was adopted by the Board of Directors of the
Company on December 31, 1997. The stock options granted under this Option Plan
will be nonstatutory stock options not intended to qualify as incentive stock
options within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended. Employees, officers, directors, consultants contractors and advisors
of the Company or any subsidiary are eligible to receive grants of the Option
Plan stock options. The per share option price of the Common Stock subject to
each option shall be at least equal to the greater of 110% of the fair

F-17

market value of the Company's Common Stock on the date of grant. The Option Plan
is administered by a committee appointed by the Board of Directors. The Option
Plan provides that a maximum of 500,000 shares of Common Stock may be issued
upon the exercise of options granted under the Option Plan. No options have been
granted under the Option Plan.

NOTE 11 -- MAJOR RELATIONSHIPS AND SEGMENT INFORMATION

The Company is comprised of two business segments. The distribution of food
products and the distribution of auto paint and parts and clothing. Clothing
sales commenced in July 1996 represent 5.1%, 0.5%, 4.5% and 3.2% for fiscal
1997, fiscal 1996 and for the six months ended March 31, 1998 and 1997,
respectively. Set forth below are sales, operating income, capital expenditures,
depreciation and identifiable assets of the segments. Operating income is
reflective of a $72,000 charge in the six months ended March 31, 1998 of $57,500
for the six months ended March 31, 1997, and $115,000 for fiscal 1997 allocated
from the food distribution segment to the auto and clothing segments.

<TABLE>
<CAPTION>
FOR THE SIX FOR THE
MONTHS ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
-------------------- ---------------------
1998 1997 1997 1996
------- ------ ------- -------
(UNAUDITED)

<S> <C> <C> <C> <C>
Net sales (000's):
Food products.............................. $10,212 $6,592 $13,077 $ 9,709
Other...................................... 846 492 2,313 297
------- ------ ------- -------
$11,058 $7,084 $15,390 $10,006
------- ------ ------- -------
------- ------ ------- -------
Operating income (loss) (000's):
Food products.............................. $ 15 $ 176 $ 229 ($ 30)
Other...................................... 9 15 (2) (77)
------- ------ ------- -------
$ 24 $ 191 $ 227 ($ 107)
------- ------ ------- -------
------- ------ ------- -------
Depreciation (000's):
Food products.............................. $ 87 $ 35 $ 95 $ 8
Other...................................... 5 3 15 7
------- ------ ------- -------
$ 92 $ 38 $ 110 $ 15
------- ------ ------- -------
------- ------ ------- -------
Capital additions (000's):
Food products.............................. $ 17 $ -- $ 3 $ 31
Other...................................... 28 -- -- --
------- ------ ------- -------
$ 45 $ -- $ 3 $ 31
------- ------ ------- -------
------- ------ ------- -------
Identifiable assets (000's):
Food products.............................. $ 5,079 $2,460 $ 2,788 $ 2,852
Other...................................... 2,657 2,902 3,423 1,948
------- ------ ------- -------
$ 7,736 $5,362 $ 6,211 $ 4,800
------- ------ ------- -------
------- ------ ------- -------
</TABLE>

The food products segment has had only nine (9) customers since it started
shipments in August 1995. One customer accounted for 24.8%, 50.9%, 46.6%, and
47.8% of the food products segment's sales for the six months ended March 31,
1998 and 1997 and the years ended September 30, 1997 and 1996, respectively.
Sales of this segment's products for another customer were 28.4%, 38.3%, 45.7%
and

F-18

47.8% for the same periods. During the six months ended March 31, 1997 this
segment commenced shipping to a new customer which represented 34.1% of sales.

The other segments' sales were to eight (8) customers of which one customer
accounted for 17.4%, 46.7%, 15.5%, and 100.0% of sales for the six months ended
March 31, 1998 and 1997 and for the years ended September 30, 1997 and 1996,
respectively. Another customer accounted for 22.2%, 7.4%, 21.3% and 0.0% of
sales for the same periods. A third customer received 39.0% sales for fiscal
1997 and 42.3% of sales for the six months ended March 31, 1998.

NOTE 12 -- COMMITMENTS AND CONTINGENCIES

(a) LEASES

The Company is a lessee under three operating real property leases for
office and warehouse space. Rent expense charged to operations for the six
months ended March 31, 1998 and 1997 was $76,796 and $49,254, respectively, and
for the years ended September 30, 1997 and 1996 was $101,337 and $48,223,
respectively. Future minimum annual rent commitments as of the Company's fiscal
year-end are as follows:

<TABLE>
<CAPTION>
YEARS ENDED
SEPTEMBER 30,
- -----------------------------------------------------
<S> <C>
1998.............................................. $96,000
1999.............................................. 94,000
2000.............................................. 80,000
2001.............................................. 34,000
</TABLE>

(b) LETTERS OF CREDIT

The Company is contingently liable for approximately $582,000 and $900,000,
in letters of credit outstanding at March 31, 1998 and September 30, 1997,
respectively.

(i) In July 1996, the Company entered into a financial consulting
agreement with an individual who will advise the Company on certain
financial matters. The agreement provides for the consultant to receive
$2,000 a month for his services commencing in August 1996. The agreement
may be terminated by either party upon two weeks notice.

(ii) The Company entered into a four year consulting services
agreement with Crabbe Capital Group Ltd. under which the consultant shall
(i) introduce the Company to the consultant's network of domestic and
international commercial banking sources, (ii) advise and assist the
Company in identifying, studying, and evaluating interest and exchange rate
fluctuations, and (iii) assist the Company in securing letters of credit
and review commercial banking alliances and strategies. The Company issued
to the consultant 325,000 shares of its common stock as compensation for
its services. The fair value of the 325,000 shares of common stock issued
of $195,000 is being amortized and charged to operations over the life of
the consulting agreement. Amortization charged to operations in fiscal 1997
was $40,625, and $12,188 and $9,417 in the six months ended March 31, 1998
and 1997, respectively.

F-19

(iii) The Company entered into a one year consulting services
agreement with a consultant to (i) advise and assist the Company in
identifying, studying, and evaluating mergers, acquisitions, joint
ventures, and strategic alliances, (ii) consult with the Company concerning
on-going strategic corporate planning and long-term business policies, and
assist the Company in acquiring additional products to increase its product
line and in obtaining and expanding corporate purchases of its product
through a network of import/export associates. As compensation for entering
into the agreement, the Company issued 50,000 shares of its common stock
whose fair value of $30,000 is being amortized and charged to operations
over the life of the consulting agreement. Amortization charged to
operations in fiscal 1997 was $25,000, and $5,000 and $10,000 in the six
months ended March 31, 1998 and 1997, respectively.

(iv) The Company has another financial consulting agreement under
which the consultant for two years will advise the Company's management in
regards to strategic corporate planning, long-term investment policies and
potential mergers and acquisitions. The consultant was issued 125,000
shares of the Company's stock as payment for its services to be rendered.
The fair value of the issued shares of $75,000 is being charged over the
life of the agreement. Amortization charged to operations in 1997 was
$18,750, and $9,375 and $7,250 in the six months ended March 31, 1998 and
1997, respectively.

(d) EMPLOYMENT CONTRACT

The Company's President, CFO and Vice President of sales were verbally
authorized compensation in aggregate of $127,000 per year through September 30,
1996. The Board of Directors' authorized an annual salary of $90,000 for each of
these officers, who also are members of the Board of Directors for fiscal 1997
and $150,000 for calendar 1998. The officers have agreed to defer payment of
their compensation until the Company's cash flow permits. At March 31, 1998,
September 30, 1997 and 1996 these officers were owed $86,000, $65,000 and
$39,000, respectively. Such liabilities are included in accrued expenses and
other current liabilities-related parties.

Additionally in October 1995, the Company entered into three year
employments contracts with two employees the aggregate annual compensation under
these contracts is approximately $120,000.

(e) CONVERTIBLE DEBT

In November 1997, the Company issued, at par, its 10% interest bearing
$500,000 convertible debt security to a foreign corporation. The amount of the
note's principal and/or unpaid interest at 10% can be converted into the
Company's common shares at the noteholder's option throughout the term of the
note. The note is convertible into common shares at the lesser of $2.50 per
share or 75% of the average bid and ask of the Company's common stock for the
five (5) trading days immediately proceeding the noteholder's exercise of the
conversion option and into an equal number of warrants to acquire the same
number of shares at $3.625 per share. As required by generally accepted
accounting principles, a financing charge of $166,667 was charged to operations
in November 1997 for the discount between the amount paid for the note and the
fair value of common shares into which it can be converted.

On January 5, 1998, the noteholder converted $220,000 of debt and $3,857 of
accrued interest into 201,693 shares of the Company's common stock and warrants
to acquire another 201,673 common shares at $3.625 per share. The note agreement
requires the Company to register the common shares which are issued under any
conversion of the debt to common stock by the noteholder. On May 14,

F-20

1998, the noteholder converted an additional $157,890 in principal and interest
into 298,964 shares of common stock and warrants to acquire 298,964 common
shares at $3.625 per share.

(f) YEAR 2000

The Company recognizes the need to ensure its operations will not be
adversely affected by year 2000 software failures. The Company is communicating
with suppliers, customers and others with which it does business to coordinate
year 2000 conversion. The cost of achieving compliance is estimated to be a
minor increase over the cost of normal software upgrades and replacements.

F-21

_____________________________ _____________________________

NO UNDERWRITER, DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

------------------------
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.......................................................................................................... 3
Summary Historical Consolidated Financial Information....................................................................... 5
Risk Factors................................................................................................................ 6
Use of Proceeds............................................................................................................. 10
Capitalization.............................................................................................................. 11
Dividend Policy............................................................................................................. 11
Summary Historical Consolidated Financial Information....................................................................... 12
Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 13
Business.................................................................................................................... 19
Management.................................................................................................................. 25
Certain Transactions........................................................................................................ 26
Security Ownership of Certain Beneficial Owners and Management.............................................................. 27
Plan of Distribution........................................................................................................ 27
Description of Securities................................................................................................... 28
Legal Proceedings........................................................................................................... 29
Market for Common Equity and Related Stockholder Matters.................................................................... 30
Legal Matters............................................................................................................... 30
Experts..................................................................................................................... 30
Additional Information...................................................................................................... 31
Index to Financial Statements............................................................................................... F-1
</TABLE>

------------------------
UNTIL , 1998, ALL DEALERS EFFECTING TRANSACTIONS IN
THE REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION,
MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY REQUIREMENT IS IN
ADDITION TO THE OBLIGATIONS OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

GLOBUS
INTERNATIONAL
RESOURCES CORP.

800,000 SHARES OF COMMON STOCK
$.001 PAR VALUE AND
800,000 COMMON STOCK PURCHASE
WARRANTS, EACH UNDERLYING A
10% CONVERTIBLE NOTE;
800,000 SHARES OF COMMON STOCK,
$.001 PAR VALUE, UNDERLYING
COMMON STOCK PURCHASE WARRANTS

----------------------
PROSPECTUS
----------------------

, 1998

_____________________________ _____________________________

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTOR AND OFFICERS.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses incurred in connection
with the issuance and distribution of the securities being registered hereby
expected to be incurred by the Company:

<TABLE>
<S> <C>
SEC registration fee.............................................................. $ 1,210
Printing and engraving expenses................................................... $34,000*
Legal fees and expenses........................................................... $30,000*
Accounting fees and expenses...................................................... $25,000*
-------
Total................................................................... $90,210*
-------
-------
</TABLE>

- ------------

* To be completed by amendment.

All amounts in the above table are estimated except the SEC registration
fee.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The following paragraphs set forth information with respect to all
securities of the Company sold within the past three years without registering
the securities under the Act. The information includes the names of purchasers,
date of issue, number of shares issued and the consideration received by the
Company for the issuance of these shares.

Commencing December 30, 1996 through June 13, 1997, the Company completed a
private placement of Units, each Unit consisting of 10,000 shares of the Company
under Rule 504 of Regulation D under the Act. A total of 87 Units were sold at
$6,000 per Unit, or $.60 per share, as follows:

NAME NUMBER OF SHARES
- ----------------------------------------------------------------- ----------------
<S> <C>
Konstantin S. Prives............................................. 50,000
Harvey M. Goldfarb............................................... 20,000
International Consumer Corp...................................... 30,000
William J. Vargas................................................ 10,000
Michael F. Daniels............................................... 50,000
Dennis Brovarone................................................. 10,000
Annarosa Spanu................................................... 50,000
Christine Piazza................................................. 10,000
John Piazza...................................................... 10,000
Swan Alley (Nominee)............................................. 170,000
Michael Krall.................................................... 20,000
Norman L. Andersen............................................... 20,000
Gary W. Brownell................................................. 10,000
</TABLE>

(table continued on next page)

II-1

(table continued from previous page)

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
- ----------------------------------------------------------------- ----------------
<S> <C>
Grace Ann McCauley............................................... 20,000
William C. Hyde.................................................. 30,000
Francine Piazza.................................................. 10,000
Robert Bauer..................................................... 10,000
Harish H. Shah, MD............................................... 40,000
Abraham Chanuka.................................................. 20,000
Anthony Stropoli................................................. 60,000
Maryrose Baffi................................................... 20,000
Abdu-Aziz........................................................ 10,000
Regency Group.................................................... 20,000
Ronald E. Lichtman............................................... 10,000
Salvatore R. Piazza.............................................. 30,000
SBG Advisors, Inc................................................ 40,000
Candice Pokross.................................................. 30,000
Mitchell Kaminsky................................................ 10,000
Sharon S. Warshauer.............................................. 20,000
James Labate..................................................... 30,000
----------------
Total.................................................. 870,000
----------------
----------------
</TABLE>

On November 2, 1997, the Company sold at par its $500,000 10% Convertible
Note to FTP Inc. pursuant to Regulation S in an offshore transaction.

In March 1997 the Company issued 125,000 shares to Regency Group
Enterprises, Inc. ('Regency') as compensation for consulting services rendered.
Based upon the individual net worth of Steven D'Apuzzo, the sole principal of
Regency, as represented to the Company, the Company believed Regency to be an
accredited investor. The sale of the aforesaid shares was made pursuant to
Section 4(2).

On December 16, 1996 the Company issued 35,000 shares to Eric Piker, an
employee of the Company as compensation for services rendered. Although not
accredited, the Company believes Mr. Piker to be a sophisticated investor. As an
employee, Mr. Piker had access to the Company's books and records and
information necessary to make an informed investment decision. The issuance of
the aforesaid shares was made pursuant to Section 4(2).

On December 16, 1996 the Company issued 20,000 shares to Lenny Esterman, an
employee of the Company as compensation for services rendered. Although Mr.
Esterman is not accredited, the Company believes he is a sophisticated investor.
As an employee, he had access to the Company's books and records and information
necessary to make an informed investment decision. The issuance of the aforesaid
shares was made pursuant to Section 4(2).

On December 16, 1996 and in March of 1997, the Company issued 250,000
shares and 75,000 shares respectively to Crabbe Capital Group, Inc ('Crabbe
Capital') for services rendered. Based upon the individual net worth of each of
the principals of Crabbe Capital, as represented to the Company, the Company
believed Crabbe Capital was an accredited investor. The sales of the aforesaid
shares were made pursuant to the exemption under Section 4(2) of the Act.

On December 16, 1996 the Company issued 300,000 shares to Loren Investment
Group, Inc. ('Loren') for services rendered. Based upon the individual net worth
of Francis Lorenzo, as represented to the Company, the Company believed Loren to
be an accredited investor. The sale of the aforesaid shares was made pursuant to
Section 4(2).

On December 16, 1996 the Company issued 200,000 shares to Loselle
Greenawalt Kaplan Blair & Adler as compensation for legal services rendered
('LGKBA'). While LGKBA was not an accredited investor, the Company believes each
of the principals of said firm to be sophisticated. As counsel to the

II-2

Company, the firm had access to information necessary to make an informed
investment decision. The sale of the aforesaid shares was made pursuant to
Section 4(2).

On December 16, 1996 the Company issued 50,000 shares to Comstat, Inc as
compensation for services rendered ('Comstat'). While Comstat was not an
accredited investor, the Company believes Comstat to be sophisticated based upon
the business transactions worked on by the Company and Comstat. The Company gave
Comstat the right to ask questions of and receive answers from the principals of
the Company to enable it to make an informed decision on whether to take said
shares as compensation. The sale of the aforesaid shares was made pursuant to
Section 4(2).

230,000 of the shares issued to Loren Investments were returned to the
Company.

On December 11, 1996 the Company acquired all of the outstanding capital
stock of Shuttle International Ltd., a New York Corporation in exchange for
2,500,000 shares of the Company's common stock issued to the following
individuals:

<TABLE>
<S> <C>
Yury Green....................................................... 750,000
Serge Pisman..................................................... 750,000
Herman Roth...................................................... 750,000
Zolton Lebovich.................................................. 250,000
</TABLE>

Each of these individuals is sophisticated and has access to information on
the Company necessary to make an informed investment decision. The issuances of
the aforesaid shares were made pursuant to Section 4(2).

On May 13, 1996 the Company issued 56,389 shares of common stock to Fruit
Impex, S.A., a Panamanian corporation in exchange for acrylic auto paint valued
at $2,819,399 but retained an option to repurchase these shares for a three year
period for $75.00 per share. The Company believes that Fruit Impex, S.A. is an
accredited investor and that its principals are sophisticated. The issuances of
the aforesaid shares were made pursuant to Section 4(2).

On January 26, 1996 and March 1, 1996 the Company issued 870 shares and 500
shares, respectively, to Grand Sports International, Ltd., for $87,000 and 100
shares to Midwest Land Development, Inc., for $10,000. The Company believes that
Grand Sports and Midwest Land are accredited investors and that, at the time of
the issuance, their respective principals were sophisticated and had access to
information on the Company necessary to make an informed investment decision.
The issuances of the aforesaid shares were made pursuant to Section 4(2).

On September 12, 1995 the Company issued the following shares in exchange
for services rendered in connection with the merger and prior to their being
added to the Company's payroll:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
- ----------------------------------------------------------------- ----------------
<S> <C>
Serge Pisman..................................................... 33,334
Yury Greene...................................................... 33,333
Herman Roth...................................................... 33,333
Eric Piker....................................................... 2,000
</TABLE>

On March 1, 1996 the Company issued 500 shares to Grand Sports
International USA, Ltd., for $50,000. The issuances of the aforesaid shares were
made pursuant to Section 4(2).

On September 12, 1995, the Company issued 40,000 shares in a stock dividend
to existing shareholders.

II-3

ITEM 27. EXHIBITS AND FINANCIAL SCHEDULES.

(a) Exhibits

<TABLE>
<S> <C>
2.1 -- Agreement and Plan of Reorganization*
3.1 -- Articles of Incorporation, as amended*
3.2 -- By-laws*
4.1 -- Specimen Certificate for Shares of Common Stock*
4.2 -- Stock Option Plan
4.2.1 -- Form of Agreement under 1998 Associate Stock Option Plan
4.2.2 -- Stock Option Grant Agreement between the Company and Serge Pisman.
4.2.3 -- Stock Option Grant Agreement between the Company and Herman Roth.
4.2.4 -- Stock Option Grant Agreement between the Company and Yury Greene.
4.3 -- Convertible Note, dated November 3, 1997, payable (subject to conversion provisions) to the order of
FTP Inc.
4.4 -- Off-Shore Subscription Agreement, by and between the Company and FTP Inc., dated November 3, 1997
5.1 -- Opinion and Consent of Bondy & Schloss LLP
10.1 -- Lease by and between the Company and The Port Authority of New York and New Jersey dated February 12,
1996.**
10.2 -- Lease by and between Globus Food Systems International and 1616 Mermaid Associates, dated January 1,
1995.*
10.3 -- Lease by and between Shuttle International Inc. and 1616 Mermaid Associates, dated March 1, 1994.*
10.4 -- Inventory Purchase Agreement, by and between Globus Food Systems International Corp. and Fruit Impex,
S.A., dated May 13, 1996.*
10.5 -- Employment Agreement, by and between the Company and Serge Pisman.
10.6 -- Employment Agreement, by and between the Company and Yury Greene.
10.7 -- Employment Agreement, by and between the Company and Herman Roth.
10.8 -- Employment Agreement, by and between the Company and Eric Piker.
10.9 -- Employment Agreement by and between the Company and Lenny Esterman.
23.1 -- Consent of Weinick Sanders Leventhal & Co., LLP
23.5 -- Consent of Bondy & Schloss LLP (included in item 5.1 above)
24 -- Powers of Attorney*
27 -- Financial Data Schedule--2nd Quarter

</TABLE>

- ------------

* Previously filed.

** To be filed by amendment.

II-4

(b) Financial Statement Schedules.

All supplemental schedules are omitted because they are not required or
because the information is shown in the financial statements or notes thereto.

ITEM 28. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which
was registered) an any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume filed and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in
the 'Calculation of Registration Fee' table in the effective
registration statement.

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of he securities at that time to be the initial
bona fide offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

II-5

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing of Form SB-2 and has authorized this Amendment
No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York on June 17, 1998.

GLOBUS INTERNATIONAL RESOURCES CORP.

By: /s/ SERGE PISMAN
...................................
SERGE PISMAN,
PRESIDENT AND DIRECTOR

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------- ----------------------------------------------------- --------------
<S> <C> <C>
/s/ SERGE PISMAN President and Director June 17, 1998
........................................
(SERGE PISMAN)

/s/ HERMAN ROTH Secretary and Director June 17, 1998
........................................
(HERMAN ROTH)

/s/ YURY GREENE Treasurer and Director June 17, 1998
........................................
(YURY GREENE)
</TABLE>

II-6

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
------- ------------------------------------------------------------------------------------------------- ----
<S> <C> <C>
2.1 -- Agreement and Plan of Reorganization*.........................................................
3.1 -- Articles of Incorporation, as amended*........................................................
3.2 -- By-laws*......................................................................................
4.1 -- Specimen Certificate for Shares of Common Stock*..............................................
4.2 -- Stock Option Plan.............................................................................
4.2.1 -- Form of Agreement under 1998 Associate Stock Option Plan......................................
4.2.2 -- Stock Option Grant Agreement between the Company and Serge Pisman.............................
4.2.3 -- Stock Option Grant Agreement between the Company and Herman Roth..............................
4.2.4 -- Stock Option Grant Agreement between the Company and Yury Greene..............................
4.3 -- Convertible Note, dated November 3, 1997, payable (subject to conversion provisions) to the
order of FTP Inc..............................................................................
4.4 -- Off-Shore Subscription Agreement, by and between the Company and FTP Inc., dated November 3,
1997..........................................................................................
5.1 -- Opinion and Consent of Bondy & Schloss LLP....................................................
10.1 -- Lease by and between the Company and The Port Authority of New York and New Jersey dated
February 12, 1996.**..........................................................................
10.2 -- Lease by and between Globus Food Systems International and 1616 Mermaid Associates, dated
January 1, 1995.*..............................................................................
10.3 -- Lease by and between Shuttle International Inc. and 1616 Mermaid Associates, dated March 1,
1994.*.........................................................................................
10.4 -- Inventory Purchase Agreement, by and between Globus Food Systems International Corp. and Fruit
Impex, S.A., dated May 13, 1996.*..............................................................
10.5 -- Employment Agreement, by and between the Company and Serge Pisman.............................
10.6 -- Employment Agreement, by and between the Company and Yury Greene..............................
10.7 -- Employment Agreement, by and between the Company and Herman Roth..............................
10.8 -- Employment Agreement, by and between the Company and Eric Piker...............................
10.9 -- Employment Agreement by and between the Company and Lenny Esterman............................
23.1 -- Consent of Weinick Sanders Leventhal & Co., LLP...............................................
23.5 -- Consent of Bondy & Schloss LLP (included in item 5.1 above)...................................
24 -- Powers of Attorney*...........................................................................
27 -- Financial Data Schedule--2nd Quarter..........................................................
</TABLE>

- ------------

* Previously filed.

** To be filed by amendment.

STATEMENT OF DIFFERENCES
------------------------

The trademark symbol shall be expressed as............................ 'tm'

<PAGE>

GLOBUS INTERNATIONAL RESOURCES CORP.

1998 ASSOCIATE STOCK OPTION PLAN

1. PURPOSE. Globus International Resources Corp. (the "Company") hereby
establishes the Globus International Resources Corp. 1998 Associate Stock Option
Plan (the "Plan"). The purpose of the Plan is to advance the interests of the
Company and its stockholders by encouraging participation in the ownership and
economic progress of the Company by the Company's Associates (as defined in
Section 3) and to provide such Associates with an opportunity to participate in
the increased value of the Company which their effort, initiative, and skill
have helped produce. The stock options granted under this Plan will be
nonstatutory stock options not intended to qualify as incentive stock options
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

2. ADMINISTRATION.

(a) The Plan will be administered by a Plan committee (the
"Committee"), designated by the Board of Directors of the Company (the "Board"),
which shall include one or more members of the Board; provided, however, that at
any time that the Company becomes subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Board may
appoint members to the Committee, and the Committee must act,

<PAGE>

only in accordance with the requirements of Rule 16b-3 promulgated pursuant to
Section 16(b) of the Exchange Act ("Rule 16b-3"). The Committee may make such
rules and regulations and establish such procedures as it deems appropriate for
the administration of this Plan. The Committee may interpret this Plan,
prescribe, amend or rescind any rules and regulations necessary or appropriate
for the administration of this Plan, and make such other determinations and take
such other action as it deems necessary or advisable. Any interpretation,
determination or other action made or taken by the Committee shall be final,
binding and conclusive, and the decision of the Committee shall be final and
binding upon all parties in interest, including the Company and its
stockholders. Any decision or determination reduced to writing and signed by all
members of the Committee shall be fully as effective as if made by unanimous
vote at a meeting duly called and held.

(b) The Committee may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of this Plan and may rely
upon any opinion received from any such counsel or consultant and any
computation received from any such consultant or agent.

(c) No member or former member of the Committee shall be liable for
any action or determination made in good faith with respect to this Plan or any
option awarded under it. To the maximum extent permitted by applicable law, each
member or former

<PAGE>

member of the Committee shall be indemnified and held harmless by the Company
against any cost or expense (including counsel fees) or liability (including any
sum paid in settlement of a claim) arising out of any action or omission to act
in connection with this Plan, unless arising out of such member's or former
member's own fraud or bad faith. Such indemnification shall be in addition to
any rights of indemnification the member or former member may have as director
or under the By-laws of the Company.

(d) The Committee shall have complete authority in its sole
discretion to determine which participants under this Plan shall be granted
options and the number of shares of the Company's stock to be subject to each
option.

(e) The Committee shall report to the Board annually the names of
those Associates granted options during the preceding year, the number of shares
covered by each option and the applicable option prices.

3. ELIGIBILITY. The individuals who shall be eligible to participate in
this Plan and to receive options shall be such Associates of the Company or any
subsidiary (the "Subsidiary"), within the definition of subsidiary corporation
in Section 424(f) of the Code, or any similar provision hereinafter enacted, as
the Committee shall from time to time determine. The term "Associate" shall
mean:

<PAGE>

(a) any person employed by the Company or any Subsidiary on the
basis of an employer-employee relationship who receives remuneration for
personal services rendered to the Company;

(b) any person who renders consulting services to the Company or any
Subsidiary; and

(c) active members of the Board of Directors of the Company or any
Subsidiary whether or not, as of the date of any option grant, they are
employees of the Company.

4. STOCK SUBJECT TO PLAN.

(a) Options may be granted permitting the purchase in the aggregate
of not more than 500,000 shares of the Company's common stock, par value,
$0.001 per share ("Common Stock"). These shares may consist either in whole or
in part of shares of the Company's authorized but unissued Common Stock or
shares of the Company's authorized and issued Common Stock reacquired by the
Company and held in its treasury. If an option granted under this Plan is
surrendered or for any other reason ceases to be exercisable in whole or in
part, the shares which were subject to any such option but as to which the
option ceases to be exercisable shall again be available for options to be
granted under this Plan.

<PAGE>

(b) The total number of shares of the Common Stock as to which an
option or options may be granted under this Plan to any one Associate shall not
exceed 150,000 shares.

5. STOCK OPTIONS.

(a) OPTION PRICE. The price at which options may be granted under
the Plan and the effective date of such grant shall be determined as follows:

(1) The per share option price of the Common Stock subject to each
option shall be equal to one hundred ten (110%) percent of the fair market value
of a share of Common Stock on the date that the option is granted.

(2) For purposes of this Plan, fair market value of a share of
Common Stock shall be determined by reference to the last reported closing price
of a share on any national securities exchange upon which the shares of Common
Stock are listed (or the average of the closing bid and asked price or other
applicable published share quotation if the shares are not then traded on a
national securities exchange) on the trading day next preceding the date of the
grant or exercise of the option, as the case may be, or the last third party
sale within a one-month period prior to the date of grant, or if no such third
party sales, the last price at

<PAGE>

which shares of Common Stock were sold or redeemed by the Company if no public
market or pink sheet share quotations then exist for the shares, whichever is
applicable.

(3) The Committee shall, after it approves the granting of an option
to an Associate, cause the Associate to be notified of such action. The date on
which the Committee approves the granting of an option shall be considered the
date on which such option is granted irrespective of the date on which the
Associate is notified.

(b) EXERCISE OF OPTION. The right to purchase shares covered by any
option or options under this Plan shall be exercisable only in accordance with
the terms and conditions of the grant to such optionee as evidenced by a stock
option agreement in such form, not inconsistent with this Plan, as the Committee
shall approve from time to time. Options granted under the Plan shall be
exercised in the following manner:

(1) The right to purchase shares covered by any option or
options granted under this Plan shall not be exercisable until the expiration of
twelve months from the date such option is granted except in the event of the
death or permanent and total disability (within the meaning of Section 22(e)(3)
of the Code) of the optionee within such period, in which event such option or

<PAGE>

options shall be deemed exercisable for purposes of Section 5(c)(2) hereof
without regard to such twelve-month period.

(2) The Committee may, in its discretion, provide that such
option or options may be exercised in whole or in part in installments,
cumulative or otherwise, for any period or periods of time specified by the
Committee of not less than twelve months nor more than ten years from the date
of the grant of the option. Subject to the provisions of subdivision (b)(3) of
this Section 5, that portion of an option which is exercisable on an installment
basis may not be exercised prior to the expiration of the applicable installment
period.

(3) If the optionee shall continue as an Associate during the
whole of any period for which an installment of shares shall have been allotted
by the terms of any option granted such optionee under this Plan, the option
thereupon shall be exercisable with respect to such shares in accordance with
the terms and conditions of the grant of such option to such optionee.

(c) METHOD OF PAYMENT. An option may be exercised by an Associate
with respect to part or all of the shares subject to the option by giving
written notice to the Company of the exercise of the option. The option price
for the shares for which an option is exercised shall be paid by the Associate
on or within twenty days after the date of exercise, and such option price shall
be paid

<PAGE>

(i) in cash,

(ii) in whole shares of common stock (valued at fair market value
determined pursuant to Section 5(a)(2) hereof) of the Company owned by the
Associate prior to exercising the option,

(iii) by having the Corporation withhold a number of shares from the
exercise, equal in fair market value (determined pursuant to Section 5(a)(2)
hereof) to the option price, or

(iv) in any combination of (i), (ii) and (iii) above.

(d) EXPIRATION OR TERMINATION OF OPTION.

(1) Each option and all rights and obligations thereunder shall,
subject to the provisions of subdivision (d)(ii) of this Section 5, expire on a
date to be determined by the Committee, such date, however, in no event to be
later than ten years from the date on which the option is granted.

(ii) In the event an optionee shall cease being an Associate as
determined by the Committee, as the result of any reason whatsoever other than
"for cause", then an option granted to such optionee shall, to the extent then
exercisable, be exercisable within three months after such optionee ceases to be
an Associate. Following the expiration of such three-month period, any option
granted to such optionee shall terminate and may no longer be exercised.

<PAGE>

(iii) If the optionee dies or becomes permanently and totally
disabled (within the meaning of Section 22(e)(3) of the Code) while an
Associate, such option (without regard to any installment limitations provided
in Section 5(b)(2)) hereof may, within one year after such optionee ceases to be
an Associate (or within such shorter period as may be specified in the option by
the Committee), be exercised by such optionee or the person or persons to whom
the optionee's rights under the option shall pass by will or by the applicable
laws of descent and distribution; provided, however, that an option may not be
exercised to any extent by any person after the expiration of the option
according to its terms.

(iv) In the event an optionee shall cease to be an Associate as
the result of any circumstance other than those referred to above in subdivision
(d)(ii) or (iii) of this Section 5, then all options granted to such optionee
under this Plan shall terminate and no longer be exercisable as of the date such
optionee ceases to be an Associate.

(v) An optionee who is prevented from performing services as an
Associate because of such optionee's disability (other than as provided in
subdivision (d)(iii) of this Section 5), or who is on leave of absence for the
purpose of serving in a military capacity the government of the country in which
the principal place of business of the Company or any Subsidiary is

<PAGE>

located, or for such other purpose or reason as the Committee may specifically
approve, shall not during the period of any such absence be deemed, by virtue of
such absence alone, to have terminated such status as an Associate except as the
Committee may otherwise expressly provide. All rights which such optionee would
have had to exercise options granted hereunder will be suspended during the
period of such leave of absence and may be exercised cumulatively by such
optionee upon his resuming services as an Associate provided such options are
exercised within ten years after the grant thereof.

6. CAPITAL ADJUSTMENTS. The aggregate number of shares of the Company's
Common Stock subject to this Plan, the maximum number of shares as to which
options may be granted to any one optionee hereunder, and the number of shares
and the price per share subject to outstanding options shall be appropriately
adjusted for any increase or decrease in the number of shares of Common Stock
which the Company has issued resulting from any stock split, stock dividend,
combination of shares or any other change, or any exchange for other securities
or any reclassification, reorganization, redesignation, recapitalization, or
otherwise.

7. NONTRANSFERABILITY. An option granted under the Plan may not be
transferred except by will or the laws of descent and distribution and, during
the lifetime of the Associate to whom granted, may be exercised only by such
Associate.

<PAGE>

8. SECURITIES ACT OF 1933. Upon issuance of shares of the Company's
Common Stock hereunder, the recipient of such stock shall represent that the
shares are taken for investment and not resale and make such other
representations as may be necessary to qualify the issuance of the shares as
exempt from the Securities Act of 1933 and shall further represent that he or
she will not dispose of such shares in violation of the Securities Act of 1933.
The Company reserves the right to place a legend on any stock certificate issued
pursuant to the Plan to assure compliance with this Section 8. In the event that
the Company shall nevertheless deem it necessary to register under the
Securities Act of 1933 or other applicable statutes any shares with respect to
which an option shall have been exercised, then the Company shall take such
action at its own expense before delivery of such shares. In the event the
shares of the Company shall be listed on any national stock exchange at the time
of the exercise of an option under this Plan, then, whenever required, the
Company shall register the shares with respect to which such option is exercised
under the Securities Exchange Act of 1934, and, whenever required, shall make
prompt application for the listing on such stock exchange.

9. NON-ALIENATION OF BENEFITS. No right or benefit under this Plan
shall be subject to anticipation, alienation, sale, assignment, pledge,
encumbrance or charge, and any attempt to anticipate, alienate, sell, assign,
pledge, encumber, or charge the same shall be void. No right or benefit
hereunder shall in any

<PAGE>

manner be liable for or subject to the debts, contracts, liabilities, or torts
of the person entitled to such benefits. If any optionee should become bankrupt
or attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge
any right or benefit hereunder, then such right or benefit shall, in the
discretion of the Committee, cease and terminate.

10. AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN. The Board may at any
time suspend or terminate the Plan and may amend it from time to time in such
respects as the Board may deem advisable in order that options granted
thereunder shall conform to any change in the law, or in any other respect which
the Board may deem to be in the best interests of the Company; provided,
however, that without the consent of a majority of the stockholders of the
Company, no such amendment shall, except as specified in Section 6 hereof,
increase the maximum number of shares for which options may be granted under
this Plan. No option may be granted during any suspension of, or after
termination of the Plan. No amendment, suspension of, or termination of this
Plan shall, without the optionee's consent, alter or impair any of the rights or
obligations under any option theretofore granted to her or him under this Plan.

11. CONTINUATION OF EMPLOYMENT OR OTHER SERVICES. Neither this Plan nor
any option granted hereunder shall confer upon any Associate any right to
continue to render services or continue to

<PAGE>

remain in the employ of the Company or any Subsidiary, or limit in any respect
the right of the Company or any Subsidiary to terminate the employment or
services of any Associate at any time.

12. EFFECTIVE DATE. The effective date ("Effective Date") of this Plan
shall be January 1, 1998.

13. TERMINATION DATE. Unless this Plan shall have been previously
terminated by the Board, this Plan shall terminate ten years from the Effective
Date, except as to options theretofore granted and outstanding under the Plan at
that date, and no option shall be granted after that date.

<PAGE>

GLOBUS INTERNATIONAL RESOURCES CORP.

AGREEMENT UNDER 1998 ASSOCIATE STOCK OPTION PLAN

AGREEMENT ("Agreement") dated as of , 1998 (the "Grant Date") by
and between Globus International Resources Corp., a Nevada corporation, with its
principal office at Two World Trade Center, Suite 2400, New York, New York 10048
(the "Company"), and (the "Optionee").

WITNESSETH THAT:

WHEREAS, the Company has adopted the 1998 Associate Stock Option Plan
(the "Plan") providing for options to purchase shares of the Company's common
stock (the "Stock") to be granted to certain Associates (as defined in the Plan)
of the Company or any subsidiary corporation, as defined in Section 424(f) of
the Internal Revenue Code of 1986, as amended (the "Subsidiary"); and

WHEREAS, the Optionee is an Associate of the Company or a Subsidiary,
and the Company desires the Optionee to remain an Associate by providing the
Optionee with a means to acquire or to increase the Optionee's proprietary
interest in the Company's success;

NOW, THEREFORE, in consideration of the covenants and agreements herein
set forth, the parties hereby agree as follows:

1. GRANT OF OPTION. Subject to the terms and conditions of the Plan, a
copy of which is attached hereto and made a part hereof, and this Agreement, the
Company grants to the Optionee the option to purchase from the Company all or
any part of an aggregate

<PAGE>

number of shares of Stock (hereinafter such shares of Stock are
referred to as the "Optioned Shares" and the option to purchase the Optioned
Shares is referred to as the "Option").

2. OPTION PRICE. The option price to be paid for the Optioned Shares
shall be $ per share, which is 110% of the fair market value of the share.

(a) The Option may not be exercised in whole or in part before
twelve (12) months after the Effective Grant Date;

(b) Up to one-third (1/3) of the Optioned Shares may be exercised at
any time after twelve (12) months after the Effective Grant Date;

(c) Up to an additional one-third (1/3) of the Optioned Shares may
be exercised at any time after thirty (30) months after the Effective Grant
Date;

(d) Up to an additional one-third (1/3) of the Optioned Shares may
be exercised at any time after sixty (60) months after the Effective Grant Date;
and

<PAGE>

(e) Installments of Options not exercised when permitted shall
accumulate and be exercisable at any time (subject to the provisions of this
Section 3) on or before the Terminal Date; provided, however, the Option may not
at any time be exercised as to fewer than one hundred (100) shares. In no event
shall the Company be required to issue fractional shares.

4. NOTICE OF EXERCISE OF OPTION; PAYMENT. The Option may be exercised
only by written notice, delivered personally or mailed by postage prepaid,
registered or certified mail, return receipt requested, addressed to Chief
Financial Officer, Globus International Resources Corp., Two World Trade Center,
Suite 2400, New York, New York 10048, specifying the number of shares of Stock
as to which the Option is being exercised. Such notice shall be accompanied by
payment of the entire option price of the Optioned Shares being purchased by
cash, certified or bank check. Alternatively, the payment may be made or in
whole or in part by (i) shares of the Company already owned by the Optionee or
(ii) by the withholding and surrender of Optioned Shares subject to the Option
equal in value to the option price, the value of shares and Optioned Shares, in
each instance, determined in accordance with Section 5(a)(2) of the Plan

Upon receipt of the payment of the entire option price of the
Optioned Shares so purchased, certificates for such Optioned Shares shall be
issued to the Optionee. If the Optionee fails to pay for all of the shares of
Stock specified in the notice upon

<PAGE>

delivery thereof, the Optionee's right to purchase may be terminated by the
Company at its election.

5. TERMINATION AS AN ASSOCIATE.

(a) If the Optionee ceases to be an Associate of the Company or any
Subsidiary for any reason whatsoever other than "for cause", then the Option
shall, to the extent then exercisable, be exercisable during the three (3)
months after the Optionee ceases to be an Associate. Following expiration of
such three (3) month period, any Option granted to such Optionee shall terminate
and may no longer be exercised.

(b) If the Optionee ceases to be an Associate of the Company or any
Subsidiary by reason of death or permanent and total disability (as defined
under the Plan), the Option may be exercised (without regard to any limitations
provided in Section 3(a), (b), (c) or (d) hereof), at any time within one (1)
year after the date of permanent and total disability (as defined under the
Plan) or death, and not thereafter, unless terminated earlier by its terms, in
whole or in part, by the Optionee or in the event of death, the person to whom
the Option is transferred by will or by applicable laws of descent and
distribution, by giving notice, as provided in Section 4 of this Agreement.

(c) If the Optionee ceases to be an Associate of the Company or any
Subsidiary due to termination "for cause", then the Option shall immediately
terminate.

<PAGE>

6. STOCKHOLDER STATUS. The Optionee shall not be deemed for any purpose
to be a stockholder of the Company with respect to any shares which may be
acquired hereunder unless and until the Option shall have been exercised with
respect thereto, payment made in full of the option price and a stock
certificate issued therefor.

7. NON-TRANSFERABILITY. The Option herein granted shall not be
transferable by the Optionee otherwise than by will or the laws of descent and
distribution, and may be exercised during the life of the Optionee only by the
Optionee.

8. RESTRICTIONS ON SALE, ETC.. The Optionee agrees that for Optionee
and Optionee's heirs, legatees, and legal representatives, with respect to all
shares of Stock acquired pursuant to the terms and conditions of this Agreement
(and any shares of stock issued pursuant to a stock dividend or stock split
thereon or any securities issued in lieu thereof or in substitution or exchange
therefor or in addition thereto), the Optionee and the Optionee's heirs,
legatees, and legal representatives will not sell or otherwise dispose of such
shares except pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "Act"), or except in a transaction
which, in the opinion of counsel for the Company, is exempt from registration
under the Act.

<PAGE>

9. THE COMPANY'S UNAFFECTED RIGHTS; CAPITAL ADJUSTMENTS.

(a) The existence of the Option herein granted shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments, recapitalizations, reorganizations, or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issuance of bonds, debentures, preferred,
or prior preference stock ahead of or affecting the Stock or the rights thereof,
or dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.

(b) In the event of any change in the outstanding shares of stock of
the Company by reason of any stock split, stock dividend, recapitalization,
merger, consolidation, combination or exchange of shares or other similar
corporate change or in the event of any special distribution to the
stockholders, the Committee shall make such equitable adjustments in the
exercise price and number of shares applicable to the outstanding Optioned
Shares, as the Committee determines are necessary and appropriate. Such
adjustment shall be conclusive and binding for all purposes of this Agreement.

<PAGE>

10. CHANGE OF ASSOCIATE STATUS. Nothing in the Plan or this Agreement
shall abrogate the right of the Company or any Subsidiary to terminate or change
the terms of employment or other services rendered by the Optionee at any time
and for any reason whatsoever. Subject to the Company's right to terminate or
change the terms of employment or other services of the Optionee as set forth
above, in consideration of the grant of the Option, the Optionee agrees to
remain an Associate of the Company or of a Subsidiary at all times during the
period of at least twelve (12) months which begins with the Grant Date, and if
such Associate status is terminated within such period for any reason
whatsoever, this Option, except to the extent otherwise provided in Section 5
hereof, shall terminate and become null and void.

11. PLAN COMMITTEE. As a condition of the granting of the Option, the
Optionee agrees for the Optionee and the Optionee's heirs, legatees and legal
representatives, that any dispute or disagreement which may arise under or as a
result of or pursuant to this Agreement shall be determined by the Committee
administering the Plan in its sole discretion, and any interpretation by the
Committee of the terms of this Agreement or the Plan shall be final, binding,
and conclusive.

12. PLAN TERMS. Capitalized terms used herein shall, unless otherwise
defined, have the meanings assigned to them in the Plan.

<PAGE>

13. NONSTATUTORY OPTION. The Optionee understands that the option
granted hereunder is a nonstatutory stock option not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). Accordingly, the Company shall not be
obligated to issue any Optioned Shares until there has been compliance with such
laws and regulations as the Company may deem applicable, including, if required,
federal, state or local withholding tax requirements.

IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has executed this
Agreement, on the date first above written.

GLOBUS INTERNATIONAL RESOURCES CORP.

By:_________________________________

Optionee:___________________________

Address:____________________________

____________________________

Social Security
Number:_____________________________

<PAGE>

GLOBUS INTERNATIONAL RESOURCES CORP.

AGREEMENT PURSUANT TO INDIVIDUAL STOCK OPTION GRANT

AGREEMENT ("Agreement") dated December 31, 1997 (the "Grant Date") by
and between Globus International Resources Corp., a Nevada corporation, with its
principal office at Two World Trade Center, Suite 2400, New York, New York 10048
(the "Company"), and Serge Pisman (the "Optionee").

WITNESSETH THAT:

WHEREAS, the Company has by resolution of its Board of Directors at a
meeting held on December 31, 1997 authorized the issuance of options to purchase
shares of the Company's common stock (the "Stock") to certain named individuals
in recognition of their valuable contributions to the Company; and

WHEREAS, the Optionee has been designated to be awarded such an option.

NOW, THEREFORE, in consideration of the covenants and agreements herein
set forth, the parties hereby agree as follows:

1. GRANT OF OPTION. Subject to the terms and conditions of this
Agreement, the Company grants to the Optionee the option to purchase from the
Company all or any part of an aggregate number of three hundred thousand
(300,000) shares of Stock (hereinafter such shares of Stock are referred to as
the "Optioned Shares" and the option to purchase the Optioned Shares is referred
to as the "Option").

<PAGE>

2. OPTION PRICE. The option price to be paid for the Optioned Shares
shall be $1.72 per share, which is the greater of 110% of the fair market value
of the share.

3. EXERCISE OF OPTION. Subject to the terms and conditions of the Plan
and this Agreement, the Option may be exercised by the Optionee while an
Associate of the Company or any Subsidiary, in whole or in part, from time to
time, on or before the date (the "Terminal Date") which is ten (10) years after
December 31, 1997 (the "Effective Grant Date"). Options not exercised shall
accumulate and be exercisable at any time on or before the Terminal Date;
provided, however, the Option may not at any time be exercised as to fewer than
one hundred (100) shares. In no event shall the Company be required to issue
fractional shares.

<PAGE>

the withholding and surrender of Optioned Shares subject to the Option equal in
value to the option price. The value of shares and Optioned Shares for purposes
of this Agreement is the fair market value of a share of Common Stock and shall
be determined by reference to the last reported closing price of a share on any
national securities exchange upon which the shares of Common Stock are listed
(or the average of the closing bid and asked price or other applicable published
share quotation if the shares are not then traded on a national securities
exchange) on the trading day next preceding the date of the grant or exercise of
the option, as the case may be, or the last third party sale within a one-month
period prior to the date of grant, or if no such third party sales, the last
price at which shares of Common Stock were sold or redeemed by the Company if no
public market or pink sheet share quotations then exist for the shares,
whichever is applicable.

Upon receipt of the payment of the entire option price of the Optioned
Shares so purchased, certificates for such Optioned Shares shall be issued to
the Optionee. If the Optionee fails to pay for all of the shares of Stock
specified in the notice upon delivery thereof, the Optionee's right to purchase
may be terminated by the Company at its election.

5. TERMINATION AS AN ASSOCIATE.

(a) If the Optionee ceases to be an "Associate" (defined to mean a
Company director, officer or consultant) of the Company or any Subsidiary for
any reason whatsoever other than "for cause",

<PAGE>

or by application of clause 5(b) hereof, then the Option shall, to the extent
then exercisable, be exercisable during the three (3) months after the Optionee
ceases to be an Associate. Following expiration of such three (3) month period,
any Option granted to such Optionee shall terminate and may no longer be
exercised.

(b) If the Optionee ceases to be an Associate of the Company or any
Subsidiary by reason of death or permanent and total disability (within the
meaning of Section 22(e) of the Internal Revenue Code), the Option may be
exercised at any time within one (1) year after the date of permanent and total
disability or death, and not thereafter unless terminated earlier by its terms,
in whole or in part, by the Optionee or in the event of death, the person to
whom the Option is transferred by will or by applicable laws of descent and
distribution, by giving notice, as provided in Section 4 of this Agreement.

(c) If the Optionee ceases to be an Associate of the Company or any
Subsidiary due to termination "for cause", then the Option shall immediately
terminate.

<PAGE>

9. THE COMPANY'S UNAFFECTED RIGHTS; CAPITAL ADJUSTMENTS.

<PAGE>

preferred, or prior preference stock ahead of or affecting the Stock or the
rights thereof, or dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.

(b) In the event of any change in the outstanding shares of stock of
the Company by reason of any stock split, stock dividend, recapitalization,
merger, consolidation, combination or exchange of shares or other similar
corporate change or in the event of any special distribution to the
stockholders, the Board of Directors of the Company shall make such equitable
adjustments in the exercise price and number of shares applicable to the
outstanding Optioned Shares, as the Board of Directors determines are necessary
and appropriate. Such adjustment shall be conclusive and binding for all
purposes of this Agreement.

11. NONSTATUTORY OPTION. The Optionee understands that the option
granted hereunder is a nonstatutory stock option not intended to qualify as an
incentive stock option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). Accordingly, the Company shall not be
obligated to

<PAGE>

issue any Optioned Shares until there has been compliance with such laws and
regulations as the Company may deem applicable, including, if required, federal,
state or local withholding tax requirements.

IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has executed this
Agreement, on the date first above written.

GLOBUS INTERNATIONAL RESOURCES CORP.

By:_________________________________

Optionee:___________________________

Address:____________________________

____________________________

Social Security
Number:_____________________________

<PAGE>

GLOBUS INTERNATIONAL RESOURCES CORP.

AGREEMENT PURSUANT TO INDIVIDUAL STOCK OPTION GRANT

WITNESSETH THAT:

WHEREAS, the Optionee has been designated to be awarded such an option.

NOW, THEREFORE, in consideration of the covenants and agreements herein
set forth, the parties hereby agree as follows:

<PAGE>

2. OPTION PRICE. The option price to be paid for the Optioned Shares
shall be $1.72 per share, which is the greater of 110% of the fair market value
of the share.

<PAGE>

(i) shares of the Company already owned by the Optionee or (ii) by the
withholding and surrender of Optioned Shares subject to the Option equal in
value to the option price. The value of shares and Optioned Shares for purposes
of this Agreement is the fair market value of a share of Common Stock and shall
be determined by reference to the last reported closing price of a share on any
national securities exchange upon which the shares of Common Stock are listed
(or the average of the closing bid and asked price or other applicable published
share quotation if the shares are not then traded on a national securities
exchange) on the trading day next preceding the date of the grant or exercise of
the option, as the case may be, or the last third party sale within a one-month
period prior to the date of grant, or if no such third party sales, the last
price at which shares of Common Stock were sold or redeemed by the Company if no
public market or pink sheet share quotations then exist for the shares,
whichever is applicable.

Upon receipt of the payment of the entire option price of the Optioned
Shares so purchased, certificates for such Optioned Shares shall be issued to
the Optionee. If the Optionee fails to pay for all of the shares of Stock
specified in the notice upon delivery thereof, the Optionee's right to purchase
may be terminated by the Company at its election.

5. TERMINATION AS AN ASSOCIATE.

(a) If the Optionee ceases to be an "Associate"

<PAGE>

(defined to mean a Company director, officer or consultant) of the Company or
any Subsidiary for any reason whatsoever other than "for cause", or by
application of clause 5(b) hereof, then the Option shall, to the extent then
exercisable, be exercisable during the three (3) months after the Optionee
ceases to be an Associate. Following expiration of such three (3) month period,
any Option granted to such Optionee shall terminate and may no longer be
exercised.

(c) If the Optionee ceases to be an Associate of the Company or any
Subsidiary due to termination "for cause", then the Option shall immediately
terminate.

<PAGE>

payment made in full of the option price and a stock certificate issued
therefor.

9. THE COMPANY'S UNAFFECTED RIGHTS; CAPITAL ADJUSTMENTS.

(a) The existence of the Option herein granted shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments,

<PAGE>

recapitalizations, reorganizations, or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issuance of bonds, debentures, preferred, or prior preference stock ahead of or
affecting the Stock or the rights thereof, or dissolution or liquidation of the
Company, or any sale or transfer of all or any part of its assets or business,
or any other corporate act or proceeding, whether of a similar character or
otherwise.

(b) In the event of any change in the outstanding shares of stock of
the Company by reason of any stock split, stock dividend, recapitalization,
merger, consolidation, combination or exchange of shares or other similar
corporate change or in the event of any special distribution to the
stockholders, the Board of Directors of the Company shall make such equitable
adjustments in the exercise price and number of shares applicable to the
outstanding Optioned Shares, as the Board of Directors determines are necessary
and appropriate. Such adjustment shall be conclusive and binding for all
purposes of this Agreement.

11. NONSTATUTORY OPTION. The Optionee understands that the

<PAGE>

option granted hereunder is a nonstatutory stock option not intended to qualify
as an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). Accordingly, the Company shall
not be obligated to issue any Optioned Shares until there has been compliance
with such laws and regulations as the Company may deem applicable, including, if
required, federal, state or local withholding tax requirements.

IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has executed this
Agreement, on the date first above written.

GLOBUS INTERNATIONAL RESOURCES CORP.

By:_________________________________

Optionee:___________________________

Address:____________________________

____________________________

Social Security
Number:_____________________________

<PAGE>

GLOBUS INTERNATIONAL RESOURCES CORP.

AGREEMENT PURSUANT TO INDIVIDUAL STOCK OPTION GRANT

WITNESSETH THAT:

WHEREAS, the Optionee has been designated to be awarded such an option.

NOW, THEREFORE, in consideration of the covenants and agreements herein
set forth, the parties hereby agree as follows:

<PAGE>

2. OPTION PRICE. The option price to be paid for the Optioned Shares
shall be $1.72 per share, which is the greater of 110% of the fair market value
of the share.

<PAGE>

5. TERMINATION AS AN ASSOCIATE.

(a) If the Optionee ceases to be an "Associate"

<PAGE>

(c) If the Optionee ceases to be an Associate of the Company or any
Subsidiary due to termination "for cause", then the Option shall immediately
terminate.

<PAGE>

payment made in full of the option price and a stock certificate issued
therefor.

9. THE COMPANY'S UNAFFECTED RIGHTS; CAPITAL ADJUSTMENTS.

(a) The existence of the Option herein granted shall not affect in
any way the right or power of the Company or its stockholders to make or
authorize any or all adjustments,

<PAGE>

recapitalizations, reorganizations, or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or
any issuance of bonds, debentures, preferred, or prior preference stock ahead
of or affecting the Stock or the rights thereof, or dissolution or liquidation
of the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

(b) In the event of any change in the outstanding shares of stock of
the Company by reason of any stock split, stock dividend, recapitalization,
merger, consolidation, combination or exchange of shares or other similar
corporate change or in the event of any special distribution to the
stockholders, the Board of Directors of the Company shall make such equitable
adjustments in the exercise price and number of shares applicable to the
outstanding Optioned Shares, as the Board of Directors determines are necessary
and appropriate. Such adjustment shall be conclusive and binding for all
purposes of this Agreement.

11. NONSTATUTORY OPTION. The Optionee understands that the

<PAGE>

option granted hereunder is a nonstatutory stock option not intended to qualify
as an incentive stock option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"). Accordingly, the Company shall
not be obligated to issue any Optioned Shares until there has been compliance
with such laws and regulations as the Company may deem applicable, including,
if required, federal, state or local withholding tax requirements.

IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee has executed this
Agreement, on the date first above written.

GLOBUS INTERNATIONAL RESOURCES CORP.

By:_________________________________

Optionee:___________________________

Address:____________________________

____________________________

Social Security
Number:_____________________________

<PAGE>

THIS CONVERTIBLE NOTE (THE "NOTE") AND THE SHARES OF COMMON STOCK AND WARRANTS
ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER THE LAWS OF ANY OTHER JURISDICTION
AND HAVE BEEN OFFERED AND SOLD IN AN "OFFSHORE TRANSACTION" IN RELIANCE UPON
REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION.
ACCORDINGLY, THE NOTE AND THE SHARE OF COMMON STOCK AND WARRANTS ISSUABLE
HEREUNDER MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO A "U.S. PERSON" (AS DEFINED UNDER REGULATION S) EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE SATISFACTION OF GLOBUS INTERNATIONAL RESOURCES CORPORATION
(THE "CORPORATION"). NEITHER THE CORPORATION NOR ITS TRANSFER AGENT SHALL BE
OBLIGATED TO REMOVE THIS LEGEND UNLESS IT SHALL HAVE RECEIVED AN OPINION OF
COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS TRANSFER AGENT,
STATING THAT SUCH REMOVAL COMPLIES WITH THE REQUIREMENTS OF THE ACT.

GLOBUS INTERNATIONAL RESOURCES CORP.
(a Nevada corporation)

10% Convertible Note due November 2, 1998

Total Note: U.S. $500,000

Dated November 3, 1997

Globus International Resources Corp., a Nevada corporation (the
ACorporation@ and/or the "Maker"), for value received, promises to pay (subject
to the conversion provisions set forth herein) to the order of FTP, Inc., a
Bahamas corporation (the "Holder"), on November 2, 1998 (the "Due Date"), upon
presentation of this convertible note (the "Note"), Five Hundred Thousand
($500,000) Dollars (the "Principal Amount"). The Note is convertible into shares
of common stock (the "Common Stock") and warrants to purchase shares of Common
Stock (the "Warrants"), of the Corporation as provided below in Section 2.
Interest in arrears on the Principal Amount from time to time outstanding at the
rate of 10% per annum as provided herein shall be paid by the Maker.

The Corporation covenants, promises and agrees as follows:

1. Interest. Interest, which shall accrue on the outstanding Principal
Amount shall be payable in semi-annual installments on the first day of January
and the first day of July, with the first payment of such interest to be made on
July 1, 1998. All payments of principal and interest shall be made at the
Holder's address as set forth herein, or at such other place or places as may be
designated in writing by the Holder hereof.

2. Conversion.

2.1. Option to Convert. The Holder shall have the right, at its option, at
any time, to convert, subject to the terms and provisions hereof, the principal
and interest of the Note or any portion of the principal and interest thereof,
into shares of Common Stock at a conversion price as hereinafter provided. In
addition, for each share of Common Stock issued upon any such conversion, the
Holder shall be issued a Warrant to purchase a share of Common Stock exercisable
at $3.625 per shares.

2.2. Exercise of Conversion Right. The conversion right shall be exercised,
if at all, by surrender of the Note to Bondy & Schloss LLP, 6 East 43rd Street,
New York, New York 10017 (the "Escrow Agent") together with written notice of
election executed by the Holder, which may be in the form which is included with
this Note (hereinafter referred to as the "Conversion Notice") to convert such
Note or a specified portion thereof. The Escrow Agent shall act as escrow agent
in accordance with the terms of the Off-Shore Securities Purchase Agreement
being executed simultaneously herewith. The number of shares of Common Stock
that shall be issuable upon conversion of the Note shall equal the amount of the
outstanding principal for which a Conversion Notice is given, divided by a
conversion price (the "Conversion Price") equal to the lesser of (x) $2.50 per
share of Common Stock or (y) seventy five (75%) percent of the average closing
bid prices of the Corporation's Common Stock as reported by the NASD
Over-the-Counter Bulletin Board (or NASDAQ if the Corporation's shares are then
trading on NASDAQ), for the five (5) consecutive trading days immediately
preceding the Date of Conversion (as defined below), subject to adjustment as
provided in Section 4.

As promptly as practicable after surrender as herein provided, of the Note
for conversion and the receipt of the Conversion Notice relating thereto, the
Corporation shall deliver or cause to be delivered upon the written order of the
Holder of the Note so surrendered, a certificate or certificates representing
the number of fully paid and non-assessable shares of Common Stock and Warrants
into which such Note is to be converted in accordance with the provisions
hereof, registered in such name or names as are specified in the Conversion
Notice. In case any Note shall be surrendered for partial conversion, the
Corporation shall execute and deliver to the Escrow Agent, without charge to the
Holder, a new Note or Notes in authorized denominations, in an aggregate
principal amount equal to the unconverted portion of the surrendered Note. Such
conversion shall be deemed to have been effected at the close of business on the
date when the Note shall have been surrendered for conversion together with the
Conversion Notice, so that the rights of the Holder as such Holder shall cease
at such time and the persons or persons entitled to receive the shares of Common
Stock and Warrants upon conversion of the Note

shall be treated for all purposes as having become the record holder or holders
of such shares of Common Stock and Warrants.

2.3. Mechanics of Conversion. No fractional shares of Common Stock shall be
issued upon conversion of this Note. In lieu thereof, the Corporation shall
round up to the nearest whole share. In the case of a dispute as to the
calculation of the Conversion Price, the Corporation's calculation shall be
deemed conclusive absent manifest error. In order to convert this Note into full
shares of Common Stock, the Holder shall surrender this Note, duly endorsed, to
the Escrow Agent, together with the Conversion Notice that it elects to convert
the same, the amount of principal to be so converted, and a calculation of the
Conversion Price (with an advance copy of the Note and the notice by facsimile);
provided, however, that the Corporation shall not be obligated to issue
certificates evidencing the shares of Common Stock issuable upon such conversion
unless either the Note is delivered to the Escrow Agent as provided above, or
the Holder notifies the Corporation that such Note has been lost, stolen or
destroyed and executes an agreement satisfactory to the Corporation to indemnify
the Corporation from any loss incurred by it in connection with such Note.

Within three (3) business days after receiving a properly submitted
Conversion Notice, the Escrow Agent shall instruct Continental Stock Transfer
Corporation or any duly appointed transfer agent of the Corporation subsequently
designated (the "Transfer Agent") to issue and deliver as promptly as
practicable to the Escrow Agent at the address of the Escrow Agent as
hereinafter set forth, a certificate or certificates for the number of shares of
Common Stock and Warrants to which it shall be entitled (subject to the delivery
of the original Note to the Escrow Agent). In the absence of an opinion of
counsel to the Holder reasonably acceptable to the Corporation indicating that
the securities underlying this Note may be issued without restrictive legends
pursuant to an exemption from the Act, or the registration thereof, the
certificate or certificates representing such underlying securities shall bear a
legend substantially similar to that set forth on this Note. The date of
conversion (the "Date of Conversion") shall be the date on which the Conversion
Notice is received by the Escrow Agent and the Corporation and the person or
persons entitled to receive the shares of Common Stock and Warrants issuable
upon such conversion shall be treated for all purposes as the record Holder or
Holders of such shares of Common Stock and Warrants on such date.

2.4. Reservation of Shares. The Corporation shall at all times reserve and
keep available, free from preemptive rights, unissued or treasury shares of
Common Stock sufficient to effect the conversion of this Note; and if at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding

principal of this Note, the Corporation will take such corporate action as may
be necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose.

3. Default.

3.1. Conversion of this Note shall, at the election of the Holder, be
accelerated immediately upon the occurrence of any of the following events (a
"Default Event"):

(a) The non-payment by the Corporation when due of principal and interest
as provided in this Note.

(b) If the Corporation (i) applies for or consents in writing to the
appointment of, or if there shall be a taking of possession by, a receiver,
trustee or liquidator for the Corporation of all or substantially all of its
property; (ii) admits in writing its inability to pay its debts as they become
due; (iii) makes a general assignment for the benefit of creditors; (iv) files
any petition for relief under the Bankruptcy Code or any similar federal or
state statute; or (v) has assessed or imposed against it, or if there shall
exist, any general or specific lien for any federal, state or local taxes
against any of its property or assets other than liens for taxes not yet due or
being contested in good faith.

(c) Any failure by the Corporation to issue and deliver shares of Common
Stock and Warrants as provided herein upon conversion of this Note, in whole or
in part.

Notwithstanding the foregoing, the Corporation shall have fifteen (15) days
from the receipt of a written Notice of Default to cure said Default Event, and
no acceleration of conversion hereunder shall be deemed to have occurred until
the thirtieth day after the Corporation's receipt of a written Notice of Default
from the Holder of this Note. Upon such cure, the terms of this Note shall
continue in effect.

3.2. Each right, power or remedy of the Holder hereof upon the occurrence
of any Default Event as provided for in this Note or now or hereafter existing
at law or in equity or by statute shall be cumulative and concurrent and shall
be in addition to every other right, power or remedy provided for in this Note
or now or hereafter existing at law or in equity or by statute, and the exercise
by the Holder of any one or more of such rights, powers or remedies shall not
preclude the simultaneous or later exercise by the Holder hereof of any or all
such other rights, powers or remedies.

4. Anti-Dilution Adjustments. The Conversion Price shall be subject to
adjustment as follows:

(a) In case the Corporation shall at any time subdivide the outstanding
shares of Common Stock issuable upon conversion of the Note, the conversion
price in effect immediately prior to such subdivision (including the exercise
price of the Warrants) shall be proportionately decreased, and in case the
Corporation shall at any time combine the outstanding shares of Common Stock and
Warrants issuable upon conversion of the Note, the conversion price in effect
immediately prior to such combination shall be proportionately increased. Any
such adjustment shall be effective at the close of business on the date such
subdivision or combination shall become effective.

(b) In case of any reclassification or change of outstanding shares of
Common Stock and Warrants issuable upon conversion of this Note (other than a
change in par value, or from par value to no par value, or from no par value to
par value), or in case of a consolidation or merger of the Corporation with or
into another corporation (other than a merger or consolidation in which the
Corporation is the continuing corporation and which does not result in a
reclassification of outstanding shares of Common Stock of the class issuable
upon the conversion of this Note except where the security holders of the
Corporation are entitled to receive securities of another issuer), or in case of
any sale or conveyance to another corporation of the property of the Corporation
as an entirety or substantially as an entirety, the Corporation or such
successor or purchasing corporation, as the case may be, shall execute an
instrument providing that the Holder of this Note shall have the right
thereafter to convert this Note into the kind and amount of shares of stock and
other securities and property receivable upon such reclassification,
consolidation, merger, sale, or conveyance by the Holder of the number of shares
of Common Stock of the Corporation into which this Note might have been
converted immediately prior to such reclassification, consolidation, merger,
sale, or conveyance. Such interest shall provide for adjustments which shall be
as nearly equivalent as may be practicable to the adjustments provided for
herein. The foregoing provisions of this Note shall similarly apply to
successive reclassification of shares of Common Stock and to successive
consolidations, mergers, sales, or conveyances.

5. Failure to Act and Waiver. No failure or delay by the Holder hereof to
insist upon the strict performance of any term of this Note or to exercise any
right, power or remedy consequent upon a Default Event hereunder shall
constitute a waiver of any such term or of any such breach, or preclude the
Holder hereof from exercising any such right, power or remedy at any later time
or

times. By accepting payment after the due date of any amount payable under this
Note, the Holder hereof shall not be deemed to waive the right either to require
payment when due of all other amounts payable under this Note, or to declare a
Default Event for failure to effect such payment of any such other amount.

The failure of the Holder of this Note to give notice of any failure or
breach of the Corporation under this Note shall not constitute a waiver of any
right or remedy in respect of such continuing failure or breach or any
subsequent failure or breach.

6. Consent to Jurisdiction. The Corporation hereby agrees and consents that
any action, suit or proceeding arising out of this Note shall be brought in any
appropriate court in the State of New York, and by the issuance and execution of
this Note the Corporation irrevocably consents to the jurisdiction of each such
court.

7. Transfer/Negotiability. This Note shall be transferred on the books of
the Corporation only by the registered Holder hereof or by its attorney duly
authorized in writing or by delivery to the Corporation of a duly executed
assignment. The foregoing notwithstanding, the Corporation shall not transfer
this Note nor any of the shares of Common Stock or Warrants issuable upon
conversion hereunder except pursuant to registration under the act or an
available exemption from the registration requirements of the Act. Neither the
Corporation nor its Transfer Agent shall be obligated to effect any such
transfer unless it shall have received an opinion of counsel to the Holder
reasonably satisfactory to the Corporation and its Transfer Agent stating that
such removal of the legend complies with the provisions of the Act. The
Corporation shall be entitled to treat any holder of record of the Note as the
holder in fact thereof and shall not be bound to recognize any equitable or
other claim to or interest in this Note in the name of any other person, whether
or not it shall have express or other notice thereof, save as expressly provided
by the laws of New York.

8. Notices. All notices and communications under this Note shall be in
writing and shall be either delivered in person or accompanied by a signed
receipt therefor or mailed first-class United States certified mail, return
receipt requested, postage prepaid, and addressed as follows:

if to the Corporation, to:

Globus International Resources Corp.
2 World Trade Center
New York, New York 100048

Attention: Serge Pisman, President

if to the Holder, to:

FTP, Inc.
48 Par-La-Ville Road
Suite 335
Hamilton Bermuda HM11

if to the Escrow Agent:

Bondy & Schloss LLP
6 East 43rd Street
New York, New York 10017

Attention: Gerald A. Adler

9. Governing Law. This Note shall be governed by and construed and enforced
in accordance with the laws of the State of New York, or, where applicable, the
laws of the United States, without regard to conflicts of law.

10. Incorporation by Reference. The terms and conditions set forth in that
certain Offshore Securities Subscription Agreement between the Corporation, the
Holder and the Escrow Agent dated as of November 3, 1997 are incorporated herein
by this reference, and any transferee or subsequent holder of this Note (or the
shares of Common Stock and Warrants issued upon conversion thereof) shall be
subject to and bound by the provisions of such agreement.

IN WITNESS WHEREOF, the Corporation has caused this Note to be duly
executed as of the 3rd day of November 1997.

GLOBUS INTERNATIONAL RESOURCES CORP.

By:_____________________________
Serge Pisman, President

Attest

_____________________________
Secretary

CONVERSION NOTICE

GLOBUS INTERNATIONAL RESOURCES CORP.
The undersigned holder (the "Holder") of a 10 %, $500,000 principal amount
Convertible Promissory Note (the "Note"), hereby elects, To convert U.S. $
of said Note (into shares of common stock of the Company and
warrants to purchase shares of common stock of the Company
exercisable at $3.625 per share. In accordance with the terms of an Offshore
Securities Purchase Agreement executed by the Holder of the Note and accepted
by the Company. The Holder hereby directs that any such shares and warrants be
issued in the name of and delivered to the Holder or if so specified, to the
person or entity named below.

Dated_______________________

____________________________
Name

_________________________

Signature

_______________________________
Address

_______________________________

<PAGE>

OFF-SHORE SECURITIES PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 3rd day of November 1997, by and between
Globus International Resources Corp., a Nevada corporation, with principal
offices at 2 World Trade Center, New York, New York 10048 ( the "Company"), FTP,
Inc., a Bahamas corporation with principal offices at 48 Par-La-Ville Road,
Hamilton, Bermuda HM11 (the "Purchaser"), and Bondy Schloss LLP with principal
offices at 6 East 43rd Street, New York, New York 10017 ("Escrow Agent").

WITNESSETH:

WHEREAS, in reliance upon the respective representations and warranties of
the Company and the Purchaser, and the terms and conditions hereinafter set
forth, Purchaser desires to acquire, from the Company a $500,000, 10%
Convertible Promissory Note (the "Note") which Note and the interest thereon
shall be convertible into shares of the Company's common stock (the "Shares")
and warrants (the "Warrants") for an aggregate purchase price of U.S. $500,000
(the "Purchase Price");

NOW, THEREFORE, in consideration of the premises and the respective
covenants hereinafter set forth, the Company and Purchaser agree as follows:

SALE AND PURCHASE OF SECURITIES.

1.1 The Company agrees to sell to Purchaser and Purchaser hereby agrees to
purchase from the Company the Note as described above. Such sale and purchase
shall take place upon payment of the Purchase Price for the Note, by electronic
transfer of funds to Escrow Agent as follows:

Name of Account: Bondy & Schloss LLP
Special Master Escrow Account

Bank: Bankers Trust

ABA No. 021 001 033

Account No. 42-826-222

Purchaser hereby acknowledges that it has been advised by Escrow Agent that
it is representing the Company in the transaction contemplated by this Agreement
and that it is also general counsel to the Company on a regular basis.

1.2. At the closing, the Escrow Agent shall deliver the Note to the
Purchaser against payment therefore. Upon delivery of the Note, the Purchase
Price shall be wire transferred by the Escrow Agent to a bank account or bank
accounts specified by the Company.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Purchaser that:

2.1. The Company has been duly organized, is validly existing and is in
good standing under the laws of the State of Nevada.

2.2. The Company has full legal right, power and authority to enter into
this Agreement, perform its obligations hereunder and to sell the Note to the
Purchaser.

2.3. The Company knows of no fact or circumstance with respect to the
Company, its officers or directors which might materially adversely affect its
operations, properties, assets, prospects, or condition, financial or otherwise.

2.4. The Company is, to the best of its knowledge and belief, in compliance
in all material respects with all applicable laws and regulations of Federal,
state and local government agencies having jurisdiction over it.

2.5. The Note, when issued will be duly authorized, validly issued, fully
paid and non-assessable and the delivery to Purchaser of the Note pursuant to
the provisions of this Agreement will constitute valid title in said Note, free
and clear of all liens, encumbrances, restrictions, claims and commitments of
every kind.

2.6. Neither the execution nor delivery of this Agreement and the Note, or
the performance by the Company of the transactions contemplated herein and
therein, violate any provision of law applicable to the Company or conflict with
or result in a breach or termination of any provision of, or constitute a
default,or will result in the creation of any lien, charge or encumbrance upon
any of the property or assets of the Company pursuant to or under any corporate
charter, by-law, mortgage, deed of trust, indenture or other agreement or
instrument, or any order, judgment, decree, statute, regulation or any other
restriction of any kind or character to which the Company is a party or by which
any of the assets of the Company may be bound with or without the giving of
notice, the passage of time or both, except with respect to applicable laws
affecting creditors' rights.

2.7. (i) The Company has not offered the Note to any person in the United
States or to any U.S. person in the United States or to any U.S. person as that
term is defined in Regulation S.

(ii) At the time the buy order was originated, the Company and/or its agent
reasonably believed the Purchaser was outside of the United States and was not a
U.S. person.

(iii) The Company and/or its agent believes that the transaction has not
been prearranged with an investor in the United States.

(iv) In regard to this transaction, the Company has not nor to its
knowledge has any affiliate or person acting on behalf of itself or the Company
conducted any "directed selling efforts" as that term is defined in Rule 902 of
Regulation S nor has the Company conducted any general solicitation relating to
the offer and sale of the Note to persons resident within the United States or
elsewhere.

3. REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser hereby represents and warrants to the Company that:

3.1. It understands and acknowledges that the Note acquired pursuant to
this Agreement has not been registered under the Securities Act of 1933, as
amended (the "Act"), and is being sold in reliance upon an exemption from
registration afforded by Regulation S promulgated under the Act; and that the
Note has not been registered with any state securities commission or authority.
Purchaser further understands that pursuant to the requirements of Regulation S,
the Note acquired herein may not be transferred, sold or otherwise exchanged
unless in compliance with the provisions of Regulation S and/or pursuant to
registration under the Act, or pursuant to an available exemption under the Act.

3.2. (i) It is not a U.S. person and is not acquiring the Note for the
account of any U.S. person, (ii) If a corporation, it is not organized or
incorporated under the laws of the United States; (iii) if a corporation, no
director or executive officer is a national or citizen of the United States; and
(iv) It is not otherwise deemed to be a "U.S. Person" within the meaning of
Regulation S.

3.3. It was not formed specifically for the purpose of acquiring the Note
purchased pursuant to this agreement.

3.4. It acknowledges that it has, either alone and/or through its agents,
been afforded access to all material information concerning the Company and has
received responses to all questions specifically posed to the Company relevant
to Purchaser's decision to acquire the Note. Without limiting the foregoing, it
has alone and/or through its agents, had adequate opportunity to ask questions
of and receive answers from, responsible officers and/or directors of the
Company and to conduct any other investigation it deems necessary and
appropriate concerning acquisition of the Note. Except as set forth herein, the
Company has made no representations or warranties to Purchaser which have
induced, persuaded or stimulated it to subscribe for and acquire the Note
hereunder.

3.5. It acknowledges that the Company is relying upon the representations
made herein in selling the Note hereunder without registration and in reliance
upon Regulation S promulgated under the Act. It is familiar with Regulation S
and has consulted with legal counsel familiar with Regulation S in connection
with this transaction.

3.6. If a corporation, all corporate action on its part, necessary for the
authorization, execution, delivery and performance of Purchaser's obligations
under this Agreement has been or shall be taken prior to the closing of this
transaction, and this Agreement, when executed and delivered, shall constitute a
valid and legally binding obligation of the Purchaser.

3.8. It is purchasing the Note for its own account and risk and not for the
account or benefit of a U.S. Person as defined in Regulation S and no other
person has any interest in or participation in the Note or any right, option,
security interest, pledge or other interest in or to the Note or Shares and
Warrants into which the Note is convertible. It understands, acknowledges and
agrees that it must bear the economic risk of its investment in the Note for an
indefinite period of time and that prior to any such offer or sale, the Company
may require, as a condition to effecting a transfer of the Note, an opinion of
counsel, acceptable to the Company, as to the registration or exemption
therefrom under the Act and the state securities acts.

3.9. It will, after the expiration of the Restricted Period, as set forth
under Rule 903(c)(3) of Regulation S, offer, sell, pledge or otherwise transfer
the Note and any Shares and Warrants upon conversion of the Note, only pursuant
to registration under the Securities act of 1933, or an available exemption
therefrom and, in any case, in accordance with applicable state securities laws.
The Transactions contemplated by this Agreement have neither been pre-arranged
with a purchaser who is in the United States or who is a U.S. Person, nor are
they part of a plan or scheme to evade the registration provisions of the United
States federal securities laws.

3.10. The offer leading to the sale evidenced hereby was made in an
"offshore transaction". For purposes of Regulation S, Purchaser understands that
an "offshore transaction" as defined under Regulation S is any offer or sale not
made to a person in the United States; and either (A) at the time the buy order
is originated, the purchaser is outside the United States, or the seller or any
person acting on his behalf reasonably believe that the purchaser is outside the
United States; or (B) for purposes of (1) Rule 903 of Regulation S, the
transaction is executed in, or on or through a physical trading floor of an
established foreign exchange that is located outside the United States; or (2)
Rule 904 of Regulation S, the transaction is executed in, on or through the
facilities of a designated offshore securities market, and neither

the seller nor any person acting on its behalf knows that the transaction has
been prearranged with a buyer in the United States.

3.11. Neither the Purchaser nor any affiliate of the Purchaser or any
person acting on its behalf, has made or is aware of any "directed selling
efforts" in the United States, which is defined in Regulation S to be any
activity undertaken for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States for any of the
securities being purchased hereby.

3.12. It understands that the Company is the seller of the securities which
are the subject of this agreement, and that, for purpose of Regulation S, a
"distributor" is any underwriter, dealer or other person who participates,
pursuant to a contractual arrangement, in the distribution of securities offered
or sold in reliance on Regulation S and that an "affiliate" is any partner,
officer, director or any person directly or indirectly controlling, controlled
by or under common control with any person in question. In this regard, the
Purchaser shall not, during the Restricted Period set forth under Rule
903(c)(3), act as a distributor, either directly or though any affiliate, nor
shall it sell, transfer, hypothecate or otherwise convey the Note or Shares and
Warrants into which the Note is convertible into, other than to a non U.S.
Person.

3.13. It understands and acknowledges that the Company is not a reporting
issuer as defined by Rule 902 of Regulation S and therefore is not required to
file reports with the Securities and Exchange Commission under section 12(b),
12(g) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
Furthermore, no representations or warranties have been made to the Purchaser by
the Company, the officers or directors of the Company, or any agent, employee or
affiliate of any of them,, and in entering into this transaction the Purchaser
is not relying upon any information, other than the results of its own
independent investigation.

3.14. If the Purchaser is a corporation or trust or other entity, the
officer or trustee or other person executing this Agreement represents and
warrants that it is authorized to so sign and that the entity is authorized by
the governing documents of the entity as the case may be, to make this
investment.

3.15. It consents to the Company placing an appropriate stop transfer order
against the Note and the Shares and Warrants into which the Note is convertible
and acknowledges that such certificates will bear a legend in substantially the
following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN

OFFERED AND SOLD IN AN "OFFSHORE TRANSACTION" IN RELIANCE
UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND
EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES
OR TO A "U.S. PERSON" (AS DEFINED UNDER REGULATION S) EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
SATISFACTION OF THE COMPANY.

3.16. The Purchaser acknowledges that the Company may refuse to register
any transfer of the Note and the Shares and Warrants into which they are
convertible, not made in accordance with the offering restrictions imposed by
Section 902 of Regulation S and this Agreement.

4. REGISTRATION RIGHTS

4.1 The Company shall file a registration statement under the Securities
Act of 1933, as amended, with the Securities and Exchange Commission ("SEC") as
soon as practicable after the closing of the transaction contemplated by this
agreement, but in no event later than 60 days from the date of closing of this
transaction, covering the Shares and Warrants issuable to the Purchaer upon
conversion of the Note. Such registration statement shall be maintained current
as to financial and other information. In addition, the Company shall take all
other action necessary under federal or state law to allow resale by the
Purchaser hereunder for a period of nine (9) months after the registration
statement is declared effective by the SEC.

4.2. In the event the Company has not filed a registration statement within
sixty (60) days from the date of the closing of the transaction contemplated
hereby, the conversion rates as set forth in Section 2.2 of the Note shall be
decreased by ten (10%) percent for each thirty (30) day period that the
registration statement is not filed.

4.3 The Company will pay all registration expenses incurred in connection
with any registration statement filed pursuant to this agreement. Any selling
expenses incurred in connection with the registration statement shall be borne
by the Purchaser whose Shares and Warrants are being included in the
registration statement.

5. APPOINTMENT OF ESCROW AGENT

5.1. The Company and Purchaser hereby appoint the Escrow Agent and the
Escrow Agent hereby accepts its appointment as Escrow Agent pursuant to the
terms and conditions hereinafter set forth.

5.2. The Company shall cause the Note, with the appropriate Regulation S
legend thereon, to be issued in the name of the Purchaser. Escrow agent shall
deliver the Note to the Purchaser, upon receipt of the Purchase Price and
simultaneously disburse the Purchase Price in accordance with instructions it
receives from the Company, less 13% which shall be payable to First Liberty
Investment Group, Inc., the placement agent.

5.3. Upon conversion of the Note, in whole or in part, the Purchaser shall
deliver the Note to the Escrow Agent and the Company shall deliver to the Escrow
Agent that number of Shares and Warrants into which the Note or any lesser
amount thereof as designated, is being converted at that time, in accordance
with the provisions of Section 2.2 of the Note, a copy of which is attached
hereto as Exhibit A. The Escrow Agent shall hold the Shares and Warrants pending
instructions from the Purchaser. The Company agrees that facsimile copies of the
Notice of Conversion shall be acceptable to it and the Escrow Agent shall act
upon such facsimile notices as if said notices were originally executed and
delivered to the Escrow Agent.

5.4. It is understood and agreed by the parties to this Agreement as
follows:

(a) The Escrow Agent is not and shall not be deemed to be a trustee
for any party for any purpose and is merely acting as a depository and in a
ministerial capacity hereunder with the limited duties herein prescribed.

(b) The Escrow Agent does not have and shall not be deemed to have any
responsibility in respect of any instruction, certificate or notice
delivered to it other than faithfully to carry out the obligations
undertaken in this Agreement and to follow the directions in such
instruction or notice provided in accordance with the terms hereof.

(c) The Escrow Agent is not and shall not be deemed to be liable for
any action taken or omitted by it in good faith and may rely upon, and act
in accordance with, the advice of its counsel without liability on its part
for any action taken or omitted in accordance with such advice. In any
event, its liability hereunder shall be limited to liability for gross
negligence, willful misconduct or bad faith on its part.

(d) The Escrow Agent may conclusively rely upon and act in accordance
with any certificate, instruction notice, letter, telegram, cablegram or
other written instrument believed by it to be genuine and signed by the
Company and Purchaser.

(e) The Company and Purchaser agree to save harmless, indemnify and
defend the Escrow Agent for, from and against any loss, damage, liability,
judgment, cost and expense whatsoever, including attorney's fees, suffered
or incurred by it by reason of, or on account of, any misrepresentation
made to it or as to its status or activities as Escrow Agent under this
Agreement except for any loss, damage, liability, judgment, cost or expense
resulting from gross negligence, willful misconduct or bad faith on the
part of the Escrow Agent.

(f) The Escrow Agent shall not be required to defend any legal
proceeding which may be instituted against it in respect of the subject
matter of this Agreement. If any such legal proceeding is instituted
against it, the Escrow Agent agrees promptly to give notice of such
proceeding to the Company and Purchaser. The Escrow Agent shall not be
required to institute legal proceedings of any kind.

(g) The Escrow Agent shall not, by act, delay, omission or otherwise,
be deemed to have waived any right or remedy it may have either under this
Agreement or generally, unless such waiver be in writing, and no waiver
shall be valid unless it is in writing, signed by the Escrow Agent, and
only to the extent expressly therein set forth. A waiver by the Escrow
Agent under the terms of this Agreement shall not be construed as a bar to,
or waiver of, the same or any other such right or remedy which it would
otherwise have on any other occasion.

(h) The Escrow agent may refrain from taking any action other than
keeping all property held by it in escrow if it is uncertain concerning its
duties or rights under this Escrow Agreement or receives claims or demands
from any person or entity or receives a final judgment by a court of
competent jurisdiction if it deems that necessary or advisable.

6. MISCELLANEOUS.

6.1. Except as specifically referred herein, this agreement constitutes the
entire contract between the parties hereto concerning the subject matter hereof
and no party shall be liable or bound to the other in any manner by any
warranties, representations or covenants except as specifically set forth
herein. The terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties hereto.
Nothing in this Agreement, express or implied is intended to confer upon any
party, other than the parties hereto, and their respective successors and
assigns, any rights, remedies, obligations or liabilities under or by reason of
this Agreement, except as expressly provided herein.

6.2. Any notice under the provisions of this Agreement shall be given in
writing and delivered by hand, overnight courier or

messenger service, against signed receipt or acknowledgment of receipt, or by
registered or certified mail, return receipt requested, or telecopier or similar
means of communication if receipt is confirmed or if transmission is confirmed
by mail as provided in this paragraph 6.2, to the Purchaser at its address set
forth above and/or its telecopier number set forth on the signature page hereof
or to the Company at its address set forth above and/or its telecopier number
set forth on the signature page hereof. Any party may by like notice, change the
address to which notice should be given.

6.3 This Agreement shall be governed by and construed in accordance with
the laws of the state of New York.

6.4 This Agreement may be executed in two counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.

6.5 The warranties and representations of the Company and the Purchaser
contained in or made pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the closing hereunder.

6.6. Except as herein provided, any provision of this Agreement may be
amended or waived by a written instrument signed by the parties hereto.

(THIS SPACE LEFT BLANK INTENTIONALLY)

IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of the date and year first written above.

FTP, Inc.

By:/s/ Robert Martyn
_____________________________
Robert Martyn
Telecopier (441) 293-0880

Globus International Resources, Inc.

By:/s/ Serge Pisman
_____________________________
Serge Pisman, President
Telecopier No: (212) 839-8080

Bondy & Schloss LLP

By:/s/ Gerald A. Adler
_____________________________
Gerald A. Adler
Telecopier No: (212) 972-1677

June 17, 1998

Globus International Resources Corp.
Two World Trade Center, 8th Floor
New York, New York 10005

RE: REGISTRATION STATEMENT ON FORM SB-2
OF GLOBUS INTERNATIONAL RESOURCES CORP.

Ladies and Gentlemen:

We have acted as counsel to and for Globus International Resources Corp.
(the "Company"), in connection with the preparation and filing of a Registration
Statement on Form SB-2 and Amendment No. 2 thereto, together with any and all
exhibits and schedules attached thereto (the "Registration Statement"), filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to 800,000 shares of Common Stock, par value $.001
per share, 256,134 of which underly a certain 10% Convertible Note (the "Note"),
500,000 Common Stock Purchase Warrants (the "Warrants"), 256,134 of which
underly the Note, and 500,000 shares of Common Stock underlying the Warrants of
the Company.

We have examined the Company's Certificate of Incorporation, as amended,
By-laws, resolutions of the Board of Directors of the Company and such other
items as we deem material to this opinion.

Based upon the foregoing information and examination, it is our opinion
that the shares of Common Stock of the Company covered by the Registration
Statement have been duly authorized and, when sold, issued and paid for, will be
validly issued, fully paid and nonassessable. It is our further opinion that the
Warrants have been duly authorized, validly issued and are the legal and binding
obligations of the Company.

Globus International Resources Corp.
June 17, 1998
Page 2

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and we further consent to the reference under the caption
"Legal Matters" in the Prospectus which forms a part of the Registration
Statement to the fact that this opinion concerning the validity of the issue has
been rendered by us.

Very truly yours,

BONDY & SCHLOSS LLP

<PAGE>

EMPLOYMENT AGREEMENT, NON-COMPETITION
AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT made as of the 1st day of January, 1998, by and between
Globus International Resources Corp., a Nevada corporation, with its principal
office at Two World Trade Center, New York, New York 10048 (together with its
subsidiaries, the "Company") and Serge Pisman, residing at 140 Stonegate Drive,
Staten Island, NY 10304 (the "Employee").

W I T N E S S E T H

WHEREAS, the Company, is engaged in the business (the "Business") of
exporting from the U.S. and Europe and importing into Russia and the
Commonwealth of Independent States ("CIS") food products, paint, clothing, auto
parts, modular homes and other items as well as conducting seminars to large and
medium sized Russian companies, in western banking, financial systems and
accounting; and

WHEREAS, the Company is desirous of employing the Employee on a
full-time basis as its President on the terms and conditions hereinafter set
forth; and

WHEREAS, the Employee is desirous and willing to accept such employment
on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Company and the
Employee agree as follows:

1. Incorporation of Recitals.

The recitals set forth above are incorporated herein by reference and
made part of this Agreement.

2. Employment and Term.

(a) The Company hires and employs the Employee and the Employee agrees
to perform for the Company, the services set forth in Paragraph 3 hereof, on a
full-time basis under the terms and conditions hereinafter set forth.

(b) The term of this Agreement (the "Initial Term") shall commence on
the date of this Agreement (the "Commencement Date") and shall continue until
the fifth (5th) anniversary of the Commencement Date. This Agreement will
automatically renew for successive one (1) year periods upon the terms and
conditions contained herein ("Renewal Option"), unless the Employee has

<PAGE>

advised the Company and/or the Company has advised the Employee, at least sixty
(60) days prior to the end of the Initial Term or the end of any other year
extended by the Renewal Option, of either party's intention not to extend the
Agreement beyond any such term. Hereinafter, the Initial Term and any successive
one-year periods shall collectively be referred to as the "Term."

3. Extent of Service.

(a) During the Term, the Employee shall serve on a full-time basis as
President of the Company and have the responsibility for the day to day
management of the business of the Company, including business development of
food products, food related equipment and modular construction supplies in
Russia and the CIS.

(b) The Employee shall devote all of his business time, skill, labor
and attention to the affairs of the Company, and shall promptly and faithfully,
perform all services pertaining thereto that are or may hereafter be required of
him by the Company, provided that such services shall be consistent with his
position as President of the Company. Nothing in this Agreement shall preclude
the Employee from devoting time to managing his personal investments, provided
that such investments are not in competition with the business of the Company
and that such activities do not unreasonably interfere with the performance of
his duties hereunder.

4. Compensation.

(a) Base Compensation. As base compensation for the services
rendered hereunder, the Employee shall be paid a salary of $150,000 per annum.

(b) Bonuses and Additional Benefits. The Employee may be awarded
bonuses as agreed and set by the Board of Directors of the Company. The Employee
shall also be entitled to, and shall be accorded, all rights and benefits under
any executive incentive plan (including the Company's Stock Option Plan),
monetary bonus plan, participation or extra compensation plan, pension plan,
profit sharing plan, disability insurance, health and major medical insurance
policy or policies, and any other plans or benefits that the Company may from
time to time provide for any officers generally during the Term. The Company
shall accord the Employee such rights and benefits on a basis no less favorable
than any other officers of comparable status of the Company or its subsidiaries
or affiliates.

(c) Vacation and Sick Leave. For each year during which this Agreement
is in effect, Employee shall be entitled to vacation and sick leave benefits,
without a deduction of salary or other compensation in accordance with the
Company's standard policies. The Employee shall have no less than four (4) weeks
vacation per

<PAGE>

year, provided the Employee works full time each year for the Company and under
the terms of this Agreement. Such vacation shall be taken at such time or times
during such year as may be mutually agreed upon by the Company and the Employee.

(d) Business Expenses. The Employee shall be authorized to incur
reasonable business expenses for promoting the business of the Company,
including expenditures for entertainment, gift and travel, within the guidelines
as are set by the Board of Directors of the Company and which are consistent
with Internal Revenue Service guidelines, provided that the Employee submits
vouchers therefore in the form reasonably satisfactory to the Company.

(e) Other Benefits. The Company will provide the Employee with fringe
benefits in the aggregate not less favorable than those received generally by
other officers of comparable status of the Company.

5. Life Insurance.

The Company, in its discretion may apply for and procure as owner and
for its own benefit insurance on the life of the Employee, in such amounts and
in such form or forms as the Company may choose.

6. Disability and Death of Employee.

(a) Disability. For purpose hereof, the term "disability" shall mean
the inability of the Employee to work for a period of six (6) consecutive months
or any 140 days in any 185 day period. In the event the Employee shall become
disabled, the Employee shall be entitled to all base compensation due and
payable pursuant to Paragraph 4(a) for a period of six (6) months following the
date that he is determined to have become disabled pursuant to the previous
sentence. Such amounts payable shall be offset by any amounts paid to the
Employee under disability insurance policies maintained by the Company.

(b) Death. In the event of death during the Term, the normal monthly
compensation of the Employee shall be paid and all benefits the Employee was
then receiving will continue to be paid to the Employee's spouse or his
survivors for a period of one (1) year. In all other respects, this Agreement
shall be deemed to terminate upon death of the Employee.

7. Covenant Not To Compete

(a) The Employee hereby acknowledges and recognizes the highly
competitive and confidential nature of the Company's business, and for the
consideration stated above, accordingly agrees that, unless the employee is
terminated without cause, during the entire period,

<PAGE>

commencing with the Commencement Date and including twelve (12) months after the
termination of the Employee's employment with the Company, Employee will not
directly or indirectly, in any capacity:

(i) Engage in any business endeavor which has among its purposes and/or
endeavors the Business of the Company or related businesses within 100 miles of
any geographic area, city and/or state in which the Company's goods or services
have been provided within the preceding year;

(ii) Induce employees of the Company, or any of its subsidiaries, to
terminate their employment or to engage in any activities hereby prohibited to
the Employee;

(iii) Contact, communicate or solicit any customer and/or any contact
of the Company derived from any customer list, customer lead, mail, printed
material or other information of the Company with any other party; or

(iv) Discuss any activities, methods of operation, finances,
confidential practices and private business information of the Company with any
other party.

(b) It is expressly understood and agreed that although the Employee
and the Company consider the restrictions contained in clause (a) above to be
reasonable, for the purpose of reserving for the Company or any of its
subsidiaries, their good will and other proprietary rights, if a final judicial
determination is made by a court having jurisdiction as to the restrictions
agreed to by the parties hereto the provisions of such restriction clauses by
this Agreement shall not be rendered void, but shall be deemed amended to apply
as to such maximum time and territory and to such other extent as such court may
judicially determine or indicate to be reasonable.

(c) As to the reasonableness of the non-competition and restrictive
covenants contained herein, Employee further acknowledges and confesses that he
is capable of making a living in employment areas other than the business
engaged in by the Company, and, that the non-competition and restrictive
covenants contained herein will not in the least manner impair or interfere with
Employee's capacity to earn a living after Employee terminates his relations
with the Company.

8. Disclosure of Information.

The Employee acknowledges that the Company's trade secrets, private or
secret processes as they may exist from time to time, and confidential
information concerning their services, development, all technical information,
procurement and sales activities and procedures, promotion and pricing
techniques and credit and financial data concerning customers and other trade

<PAGE>

secrets are valuable, special and unique assets of the Company and its
subsidiaries, access to and knowledge of which are essential to the performance
of the Employee's duties hereunder. In light of the highly competitive nature of
the industry in which the Company and its subsidiaries' business is conducted,
the Employee further agrees that all knowledge and information described in the
preceding sentence not in the public domain and heretofore or in the future
obtained by him as a result of his employment by the Company or its subsidiaries
shall be considered confidential information. In recognition of this fact, the
Employee agrees that he will not, during or after the Term, disclose any such
secrets, processes or information to any person or other entity for any reason
or purpose whatsoever, except as is necessary in the performance of his duties
as an employee of the Company or its subsidiaries and then only upon a written
confidentiality agreement in such form and content as requested by the Company
from time to time; nor shall the Employee make use of any such secrets,
processes or information (other than information in the public domain) for
his-own purposes or for the benefits of any person or other entity (except the
Company and its subsidiaries) under any circumstances during or after the Term.

9. Termination.

(a) The Employee's employment may be terminated at any time during the Term for
Cause (as hereinafter defined) by action of the Board of Directors of the
Company upon giving the Employee notice of such termination at least thirty (30)
days prior to the date upon which termination shall take effect. As used herein,
the term "Cause" shall mean any of the following events:

(i) The Employee's conviction of or plea of guilty or nolo contendere
to a crime involving moral turpitude.

(ii) The Employee's willful misconduct, or neglect of duties or failure
to act with respect to duties or actions previously communicated to the Employee
in writing by the Board of Directors of the Company.

If the Employee's employment is terminated under the provisions of this
Section 9(a) all rights of the Employee pursuant to Section 4 hereof shall cease
as of the effective date of such termination.

(b) Upon the termination of this Agreement, other than for cause, the
Company shall be responsible to pay the Employee the salary he was presently
earning and continue all benefits available to the Employee hereunder for an
additional one (1) year period from the date of termination.

(c) Upon the termination of this Agreement, for any reason, the
Employee (or his estate) shall be entitled to receive payment

<PAGE>

for base compensation earned and accrued prior to the date of such termination.

(d) If this Agreement shall be terminated as a result of a violation of
the terms hereof by the Company, the Employee shall be entitled to all remedies
and damages available under applicable law. The Employee shall not be required
to mitigate damages.

10. Arbitration.

Any and all disputes between the Employee and the Company arising with
respect to the employment by the Company or any of its subsidiaries, including
any dispute arising under this Agreement, shall be submitted to binding,
expedited arbitration in New York, New York under the then prevailing rules of
the American Arbitration Association.

11. Assignment.

This Agreement shall not be assignable by the Employee. This Agreement
is assignable by the Company and/or any of its subsidiaries to any successor in
interest of the Company or any of its subsidiaries.

12. Notices.

All notices, requests, demands and communications under or in respect
hereof shall be deemed to have been duly given and made if in writing (including
fax) and if delivered by hand or by pre-paid registered or certified mail to the
party concerned at its address appearing below or sent by fax to the number and
with a copy as indicated below. Service shall be deemed to be effective so far
as delivery by hand is concerned when handed to the recipient or left at the
recipient's address; by post two days after posting; by fax on the same day as
dispatch and receipt is confirmed. The said addresses and fax numbers are as
follows:

If to the Employee:

Serge Pisman
140 Stonegate Drive
Staten Island, NY 10304

If to the Company:

Globus International Resources Corp.
Two World Trade Center
8th Floor
New York, New York 10048

<PAGE>

Attn: Yury Greene
Tel: 212-839-8000
Fax: 212-839-8080

13. Complete Agreement; Amendments

This Agreement contains the full and complete understanding of the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection
therewith. No amendment or modification of this Agreement shall be valid unless
made pursuant to an instrument signed by the Company and the Employee.

14. Governing Law.

This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

15. Severability.

If any one or more of the terms, provisions, covenants or restrictions
of this Agreement shall be determined by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. If any one or
more of the provisions contained in this Agreement shall for any reason be
determined by a court of competent jurisdiction to be excessively broad or vague
as to duration, geographical scope, activity or subject or otherwise, this
Agreement shall be construed by limiting, reducing or defining it, so as to be
enforceable to the fullest extent compatible with then applicable law.

16. Headings.

The descriptive headings of the several paragraphs of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

17. Prior Employment Agreements.

This Agreement supersedes all prior employment agreements between the
parties.

18. Waiver of Breach.

The waiver by the Company or Employee of a breach of any provision of
this Agreement by the Company or the Employee shall not operate or be construed
as a waiver of any subsequent breach by the Company or the Employee.

19. Counterparts.

<PAGE>

This Agreement may be executed in any number of counterparts, each of
which shall be an original, and all of which shall constitute one and the same
agreement.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the day and year first above written.

GLOBUS INTERNATIONAL RESOURCES CORP.

By:_____________________________
Yury Greene,
Treasurer

____________________________
Serge Pisman

<PAGE>

EMPLOYMENT AGREEMENT, NON-COMPETITION
AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT made as of the 1st day of January, 1998, by and between
Globus International Resources Corp., a Nevada corporation, with its principal
office at Two World Trade Center, New York, New York 10048 (together with its
subsidiaries, the "Company") and Yury Greene, residing at 16 Francis Place,
Staten Island, NY 10304 (the "Employee").

W I T N E S S E T H

WHEREAS, the Company is desirous of employing the Employee on a
full-time basis as its Treasurer on the terms and conditions hereinafter set
forth; and

WHEREAS, the Employee is desirous and willing to accept such employment
on the terms and conditions hereinafter set forth.

1. Incorporation of Recitals.

The recitals set forth above are incorporated herein by reference and
made part of this Agreement.

2. Employment and Term.

<PAGE>

3. Extent of Service.

(a) During the Term, the Employee shall serve on a full-time basis as
Treasurer of the Company and have the responsibility for the day to day
management of the business of the Company, including customer relations and
contract negotiations with suppliers of food products and food related services.

(b) The Employee shall devote all of his business time, skill, labor
and attention to the affairs of the Company, and shall promptly and faithfully,
perform all services pertaining thereto that are or may hereafter be required of
him by the Company, provided that such services shall be consistent with his
position as Treasurer of the Company. Nothing in this Agreement shall preclude
the Employee from devoting time to managing his personal investments, provided
that such investments are not in competition with the business of the Company
and that such activities do not unreasonably interfere with the performance of
his duties hereunder.

4. Compensation.

(a) Base Compensation. As base compensation for the services rendered
hereunder, the Employee shall be paid a salary of $150,000 per annum.

<PAGE>

(e) Other Benefits. The Company will provide the Employee with fringe
benefits in the aggregate not less favorable than those received generally by
other officers of comparable status of the Company.

5. Life Insurance.

The Company, in its discretion may apply for and procure as owner and
for its own benefit insurance on the life of the Employee, in such amounts and
in such form or forms as the Company may choose.

6. Disability and Death of Employee.

7. Covenant Not To Compete

<PAGE>

commencing with the Commencement Date and including twelve (12) months after the
termination of the Employee's employment with the Company, Employee will not
directly or indirectly, in any capacity:

(ii) Induce employees of the Company, or any of its subsidiaries, to
terminate their employment or to engage in any activities hereby prohibited to
the Employee;

(iv) Discuss any activities, methods of operation, finances,
confidential practices and private business information of the Company with any
other party.

8. Disclosure of Information.

<PAGE>

9. Termination.

(i) The Employee's conviction of or plea of guilty or nolo contendere
to a crime involving moral turpitude; or

If the Employee's employment is terminated under the provisions of this
Section 9(a) all rights of the Employee pursuant to Section 4 hereof shall cease
as of the effective date of such termination.

(c) Upon the termination of this Agreement, for any reason, the
Employee (or his estate) shall be entitled to receive payment

<PAGE>

for base compensation earned and accrued prior to the date of such termination.

10. Arbitration.

11. Assignment.

12. Notices.

If to the Employee:

Yury Greene
16 Francis Place
Staten Island, NY 10304

If to the Company:

Globus International Resources Corp.
Two World Trade Center
8th Floor
New York, New York 10048

<PAGE>

Attn: Serge Pisman
Tel: 212-839-8000
Fax: 212-839-8080

13. Complete Agreement; Amendments

14. Governing Law.

This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

15. Severability.

16. Headings.

The descriptive headings of the several paragraphs of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

17. Prior Employment Agreements.

This Agreement supersedes all prior employment agreements between the
parties.

18. Waiver of Breach.

19. Counterparts.

<PAGE>

This Agreement may be executed in any number of counterparts, each of
which shall be an original, and all of which shall constitute one and the same
agreement.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the day and year first above written.

GLOBUS INTERNATIONAL RESOURCES CORP.

By:_____________________________
Serge Pisman,
President

____________________________
Yury Greene

<PAGE>

EMPLOYMENT AGREEMENT, NON-COMPETITION
AND CONFIDENTIALITY AGREEMENT

THIS AGREEMENT made as of the 1st day of January, 1998, by and between
Globus International Resources Corp., a Nevada corporation, with its principal
office at Two World Trade Center, New York, New York 10048 (together with its
subsidiaries, the "Company") and Herman Roth, residing at 151 Whitman Drive,
Brooklyn, NY 11234 (the "Employee").

W I T N E S S E T H

WHEREAS, the Company is desirous of employing the Employee on a
full-time basis as its Secretary on the terms and conditions hereinafter set
forth; and

WHEREAS, the Employee is desirous and willing to accept such employment
on the terms and conditions hereinafter set forth.

1. Incorporation of Recitals.

The recitals set forth above are incorporated herein by reference and
made part of this Agreement.

2. Employment and Term.

<PAGE>

3. Extent of Service.

(a) During the Term, the Employee shall serve on a full-time basis as
Secretary of the Company and have the responsibility for the day to day
management of the business of the Company, including business development of
food products and food related equipment in Russia and the CIS.

(b) The Employee shall devote all of his business time, skill, labor
and attention to the affairs of the Company, and shall promptly and faithfully,
perform all services pertaining thereto that are or may hereafter be required of
him by the Company, provided that such services shall be consistent with his
position as Secretary of the Company. Nothing in this Agreement shall preclude
the Employee from devoting time to managing his personal investments, provided
that such investments are not in competition with the business of the Company
and that such activities do not unreasonably interfere with the performance of
his duties hereunder.

4. Compensation.

(a) Base Compensation. As base compensation for the services rendered
hereunder, the Employee shall be paid a salary of $150,000 per annum.

<PAGE>

(e) Other Benefits. The Company will provide the Employee with fringe
benefits in the aggregate not less favorable than those received generally by
other officers of comparable status of the Company.

5. Life Insurance.

The Company, in its discretion may apply for and procure as owner and
for its own benefit insurance on the life of the Employee, in such amounts and
in such form or forms as the Company may choose.

6. Disability and Death of Employee.

7. Covenant Not To Compete

<PAGE>

commencing with the Commencement Date and including twelve (12) months after the
termination of the Employee's employment with the Company, Employee will not
directly or indirectly, in any capacity:

(ii) Induce employees of the Company, or any of its
subsidiaries, to terminate their employment or to engage in any
activities hereby prohibited to the Employee;

(iv) Discuss any activities, methods of operation, finances,
confidential practices and private business information of the Company with any
other party.

8. Disclosure of Information.

<PAGE>

9. Termination.

(i) The Employee's conviction of or plea of guilty or nolo
contendere to a crime involving moral turpitude; or

If the Employee's employment is terminated under the provisions of this
Section 9(a) all rights of the Employee pursuant to Section 4 hereof shall cease
as of the effective date of such termination.

(c) Upon the termination of this Agreement, for any reason, the
Employee (or his estate) shall be entitled to receive payment

<PAGE>

for base compensation earned and accrued prior to the date of such termination.

10. Arbitration.

11. Assignment.

12. Notices.

If to the Employee:

Herman Roth
151 Whitman Drive
Brooklyn, NY 11234

If to the Company:

Globus International Resources Corp.
Two World Trade Center
8th Floor
New York, New York 10048

<PAGE>

Attn: Serge Pisman
Tel: 212-839-8000
Fax: 212-839-8080

13. Complete Agreement; Amendments

14. Governing Law.

This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

15. Severability.

16. Headings.

The descriptive headings of the several paragraphs of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.

17. Prior Employment Agreements.

This Agreement supersedes all prior employment agreements between the
parties.

18. Waiver of Breach.

19. Counterparts.

<PAGE>

This Agreement may be executed in any number of counterparts, each of
which shall be an original, and all of which shall constitute one and the same
agreement.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
as of the day and year first above written.

GLOBUS INTERNATIONAL RESOURCES CORP.

By:_____________________________
Serge Pisman,
President

____________________________
Herman Roth

<PAGE>

EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of October 16, 1996 between GLOBUS INTERNATIONAL
RESOURCES CORP. having an address located at 2 WORLD TRADE CENTER, SUITE 2400,
NEW YORK, NY 10048 (the "Company") and ERIC PIKER having an address located at
4294 OCEAN AVENUE, BROOKLYN, NY 11235 (the "Employee")

W I T N E S S E T H:

WHEREAS, the Company desires to employ the Employee to perform certain
services in connection with the Company's development of business contacts in
Russian Federation; and

WHEREAS, the Employee has experience and business contacts in the
Russian Federation and desires to assist the Company in developing and promoting
the Company's corporate finance business in the Russian Federation; and

WHEREAS, the parties wish to set forth in writing the terms and
conditions of this Employment Agreement

NOW THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement, the parties agrees as follows:

SECTION 1. Term. The Company engages the Employee as Director of
International Sales & marketing as set forth in this agreement, the Employee
hereby accepts this engagement, for a term of 3 YEARS beginning on the date of
this Agreement. During this Agreement's term, the Employee shall devote
sufficient time, unless prevented from so doing because of sickness or
disability, to the performance of services as shall be necessary or as shall be
agreed to between Company and the Employee. Company and Employee may extend the
term of this Agreement for additional years by mutual agreement.

SECTION 2. Services. The Employee's services to be performed are as
follows:

(a) From time to time, as and when requested to do so by the
Company, the Employee shall provide business advice in connection with the
Company's business development efforts in the Russian Federation. These services
shall include, without limitation, providing advice and information regarding
business affairs and dealings in the Russian Federation and making
recommendations to the Company regarding business operations in the Russian
Federation. The Employee also shall actively promote the Company's business in
the Russian Federation and refer business contacts to the Company.

SPECIFICALLY: But not limited to:

1 - Assist the Company to extend the product sales by increasing
additional suppliers and manufacturers in Europe and in the United
States.

1 - Develop and initial long-term contracts with American and European
manufacturers to resale products to companies in Russian and
European communities.

2 - Assist the Company by working closely with United States banks to
finance all purchases of products through letters of credit; secured
lines of credits and obtain other more favorable terms from
International banks in the United States and in Europe.

3 - Develop and market new products for resale to well established
clients in Russian Federation and in Europe.

(b) The Employee's service shall be performed at times and places as
shall be agreed to from time to time by the Company and the Employee. The
Employee shall maintain his contacts in and knowledge of the Russian Federation
through frequent trips to and from the Russian Federation, and shall be
available to travel to and from the Russian Federation to assist the Company in
the Company's business development activities, during the term of this
Agreement.

(c) The Employee will be required to attend six (6) Board of
Directors meetings per year on the Company's main headquarters and will report
directly to the Company's Board of Directors. All travel and accommodation
expenses paid for by the Company.

(d) The Employee will be required and will commit to a minimum of 40
hours of work per week on the services outlined above.

SECTION 3. Compensation.

(a) During the term of this Agreement the Employee shall be paid as
compensation for services the sum of $676 per week.

(b) The Employee will receive 35,000 shares of Restricted 144 Stock
issued from the Company's treasury for prior services rendered , which, at the
date of this agreement, has a fair market value of $0.40 per share.

SECTION 4. Assignment. This contract may not be assigned without the
Company's prior written consent.

SECTION 5. Notices. All notices and other communications shall be in
writing and shall be deemed to have been duly given if delivered personally or
mailed, registered or certified mail, to the business address or the residence
of the party.

SECTION 6. Entire Agreement. This Agreement constitutes the entire
agreement among the parties relating to this consulting engagement and
supersedes all prior agreements or understandings between the Company and the
Employee.

SECTION 7. Separability. The provisions of this Agreement are
independent of and severable from each other, and no provision shall be affected
or rendered invalid or unenforceable if, for any reason, any other provision is
invalid or unenforceable in whole or in part.

SECTION 8. Applicable Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the Laws of the State of New York,
without regard to its conflicts of law principles.

IN WITNESS WHEREOF, the parties have set their hands on the day and year
first above written

WITNESS: COMPANY:
________________ ____________________________________
GLOBUS INTERNATIONAL RESOURCES CORP.
HERMAN ROTH, SECRETARY

WITNESS: EMPLOYEE:
________________ ____________________________________
ERIC PIKER

<PAGE>

EMPLOYMENT AGREEMENT

THIS AGREEMENT made as of October 16, 1996 between Globus International
Resources Corp. having an address at 2 World Trade Center, Suite 2400, New York,
NY 10048 (the "Company") and Lenny Esterman having an address located at 2785
West 5th Street, Apt. 6A, Brooklyn, NY 11224 (the "Employee")

W I T N E S S E T H:

WHEREAS, the Company desires to employ the Employee to perform certain
services in connection with the Company's development of business contacts in
the Russian Federation; and

WHEREAS, the parties wish to set forth in writing the terms and
conditions of this Employment Agreement

NOW, THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement, the parties agrees as follows:

Section 1. Term. The Company engages the Employee as Export Manager set
forth in this agreement, the Employee hereby accepts this engagement, for a term
of 3 years beginning on the date of this Agreement. During this Agreement's
term, the Employee shall devote sufficient time, unless prevented from so doing
because of sickness or disability, to the performance of services as shall be
necessary or as shall be agreed to between Company and the Employee. Company and
Employee may extend the term of this Agreement for additional years by mutual
agreement.

Section 2. Services. The Employee's services to be performed are as
follows:

(a) From time to time, as and when requested to do so by the
Company, the Employee shall provide business advice in connection with
the Company's business development efforts in the Russian Federation.
These services shall include, without limitation, providing advice and
information regarding business affairs and dealings in the Russian
Federation and making recommendations to the Company regarding business
operations in the Russian Federation. The Employee also shall actively
promote the Company's business in the Russian Federation and refer
business contacts to the Company.
SPECIFICALLY: But not limited to:

1 - Assist the Company to export products from USA and Europe to clients
in Russia.

2 - Develop and initiate long-term contracts with American and European
transport companies to export products to existing clients.

3 - To work closely with manufacturers in the USA to develop new
products and export overseas. Assist with export documentation,
correspond with US customs and other US agencies.

(b) The Employee's services shall be performed at times and places
as shall be agreed to from time to time by the Company and the Employee.
The Employee shall maintain his contacts in and knowledge of the Russian
Federation through frequent trips to and from the Russian Federation,
and shall be available to travel to and from the Russian Federation to
assist the Company in the Company's business development activities,
during the term of this Agreement.

(c) The Employee will be required to attend 6 (six) Board of
Directors meetings per year on the Company's main headquarters and will
report directly to the Company's Board of Directors. All travel and
accommodation expenses paid for the Company.

(d) The Employee will be required and will commit to a minimum of 40
hours of work per week on the services outlined above.

Section 3. Compensation.

(a) During the term of this Agreement of the Employee shall be paid
as compensation for services the sum of $380.00 per week.

(b) The Employee will receive 20,000 shares of Restricted 144 Stock
issued from the Company's treasury for prior services rendered, which,
at the date of this agreement, has a fair market value of $0.40 per
share.

Section 4. Assignment. This contract may not be assigned without the
Company's prior written consent.

Section 5. Notices. All notices and other communications shall be in
writing and shall be deemed to have been duly given if delivered personally or
mailed, registered or certified mail, to the business address or the residence
of the party.

Section 6. Entire Agreement. This Agreement constitutes the entire
agreement among the parties relating to this consulting engagement and
supersedes all prior agreements or understandings between the Company and the
Employee.

Section 7. Separability. The provisions of this Agreement are
independent of and severable from each other, and no provision shall be affected
or rendered invalid or unenforceable if, for any reason, any other provision is
invalid or unenforceable in whole or in part.

Section 8. Applicable Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the Laws of the State of New York,
without regard to its conflicts of law principles.

IN WITNESS WHEREOF, the parties have set their hands on the day and year
first above written.

WITNESS: COMPANY:
________________________ _____________________________________
Globus International Resources Corp.
Herman Roth, Secretary

WITNESS: EMPLOYEE:

________________________ _____________________________________
Lenny Esterman

<PAGE>

[LETTERHEAD OF WEINICK SANDERS LEVENTHAL & CO., LLP]

CONSENT OF WEINICK SANDERS LEVENTHAL & CO., LLP

(INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS)

We consent to the use in Amendment No. 2 to the Registration Statement on Form
SB-2 under the Securities Exchange Act of 1933 of our report dated December 2,
1997 on the consolidated balance sheets of Globus International Resources Corp.
and its subsidiaries as of September 30, 1997 and 1996 and the related
statements of operations, changes in stockholders' equity and cash flows for the
years ended September 30, 1997 an 1996, and to the reference to our firm under
the heading "Experts" in the Prospectus.

WEINICK SANDERS LEVENTHAL & CO., LLP

New York, N. Y.
June 17, 1998

<PAGE>

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<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-1-1997
<PERIOD-END> MAR-31-1998
<CASH> 990,276
<SECURITIES> 0
<RECEIVABLES> 4,154,255
<ALLOWANCES> (10,000)
<INVENTORY> 2,112,070
<CURRENT-ASSETS> 7,301,501
<PP&E> 121,964
<DEPRECIATION> (59,699)
<TOTAL-ASSETS> 7,736,332
<CURRENT-LIABILITIES> 3,267,772
<BONDS> 0
<COMMON> 4,750
0
0
<OTHER-SE> 4,441,510
<TOTAL-LIABILITY-AND-EQUITY> 7,736,332
<SALES> 11,058,062
<TOTAL-REVENUES> 11,058,062
<CGS> 10,174,397
<TOTAL-COSTS> 10,866,980
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 294,203
<INCOME-PRETAX> (78,616)
<INCOME-TAX> 82,264
<INCOME-CONTINUING> (160,880)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (160,880)
<EPS-PRIMARY> (0.03)
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<PAGE>