May
8, 2009

    Agency
Agreement

    


    Megola Inc., a corporation
pursuant to the laws of the State of Nevada, having the principle place of
business at Suite 111, 704 Mara Street, Point Edward, Ontario N7V LX4 Canada
(herein called MEGOLA)

    


    and

    New Fire Solutions, LLC a
corporation of the State of New Jersey, having its principle place of business
at 5 Laurel Drive, Suite 4, Flanders, New Jersey 07836 U.S.A. (herein called
NFS)

     

    
      	
            	
              A.

            	
              Background
      of Agreement

            


    

    


    MEGOLA
and NFS entered into a Memorandum of Understanding on April 6, 2009 whereby the
following points and terms were agreed to and which are now binding on both
parties;

    


    
      	
               
      

            	
              1.

            	
              MEGOLA
      has the exclusive rights to manufacture the Hartindo line of Fire
      Extinguishing Suppressants and Fire Inhibitors in North America (Appendix
      A(ii)). MEGOLA also has the exclusive rights to distribute the Hartindo
      line of products (“Products”) in Canada and co-exclusive distribution
      rights in the USA. MEGOLA has the desire to commercialize and market the
      Products in order to advance their business plan and have recognized the
      size of the potential market and the manpower, skills and resources that
      will be required to develop and capitalize on this
      potential.  MEGOLA is looking for solutions and assistance in
      this area.

            


    

     

    
      	
               
      

            	
              2.

            	
              NFS
      has the experience, contacts and resources to provide this solution and is
      ready, able, and willing to provide them to MEGOLA under a marketing and
      commercialization cooperation agreement between the
    parties.

            


    

     

    
      	
               
      

            	
              3.

            	
              MEGOLA
      represents that the manufacturing and distribution rights have been
      properly and legally acquired and that all terms necessary to maintain
      them in good standing have been met and will continue to be met in the
      future.

            


    

     

    
      	
               
      

            	
              4.

            	
              It
      is recognized that Megola has granted certain sales and/or distribution
      rights to third parties as set out in Schedule A of this
      Agreement.

            


    

     

    
      	
               
      

            	
              5.

            	
              NFS
      will become an Agent for the commercialization of the Hartindo Anti-Fire
      product line on behalf of MEGOLA (Appendix A(ii)). As Agent, NFS will be
      provided with the authority and responsibility to coordinate all
      supporting activities necessary to facilitate the sales and distribution
      of the Hartindo product line in North America subject the rights and
      provisions granted to the parties set out in Appendix
  A.

            


    

     

    
      	
               
      

            	
              6.

            	
              This
      Agreement will remain in effect perpetually and shall be extended for all
      Hartindo products (Appendix A(ii)) upon achieving the sales milestone for
      AF21 set out under “Appendix B” (omitted) and achieving 15% annual sales
      growth for 5 years thereafter.

            


    

     

    
      	
               
      

            	
              7.

            	
              It
      is understood that Megola will not grant any additional distribution
      rights to any third party for sales of Hartindo products except as noted
      in Appendix A hereto, unless agreed upon in writing by both parties to
      this Agreement.

            


    

     

    
      	
               
      

            	
              8.

            	
              NFS
      will become an Agent for the commercialization of Hartindo anti-fire
      products (Appendix A(ii)) on behalf of MEGOLA and will manage the
      commercialization process inclusive of representative management,
      compensation, training, etc.
including:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Develop
      and provide marketing materials and strategies on an industry by industry
      basis

            


    

     

    
      	
               
      

            	
              (b)

            	
              Provide
      dedicated customer service
representatives

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Provide
      engineering support for product development and
  testing

            


    

     

    
      	
               
      

            	
              (d)

            	
              Utilize
      a structured program management process from product inception through
      production release

            


    

     

    B.
Financial terms

     

    
      	
               
      

            	
              1.

            	
              NFS
      will purchase AF21 product from Megola under a profit sharing arrangement
      as defined in Appendix B (omitted).

            


    

    


    
      	
               
      

            	
              2.

            	
              NFS
      will invoice customers for the Hartindo products and will pay the
      profit-sharing payment less any outstanding testing costs due to Megola
      within 15 days of receipt of
payment.

            


    

    


    
      	
               
      

            	
              3.

            	
              NFS
      will provide Megola with regular updates on prospecting, sales, marketing
      and testing activities at the request of the management of
      Megola.

            


    

    


    
      	
               
      

            	
              4.

            	
              Testing
      and Certification Costs will be paid for by NFS. Megola will provide NFS
      with a credit representative of 50% of Testing and Certification costs
      required for each customer at the time of the initial
    order.

            


    

    


    
      	
               
      

            	
              5.

            	
              All
      technical knowledge, testing results and certifications initiated by NFS
      will become the joint property of NFS and Megola for the advancement of
      the commercialization of the Hartindo line of products. Transfer or
      disclosure of any of the knowledge or certifications obtained to any third
      party requires the written consent of both Megola and
  NFS.

            


    

    


    
      	
               
      

            	
              6.

            	
              Hartindo
      product samples for testing purposes will be provided to NFS or their
      prospective customers on a “sample” cost plus shipping
    basis.

            


    

    


    
      	
               
      

            	
              7.

            	
              Marketing
      and Promotional Materials will be developed and paid for by
      NFS.

            


    

     

    
      	
               
      

            	
              8.

            	
              Sales
      Commissions or finder’s fees will be the responsibility of
      NFS.

            


    

     

    C.
Other Terms

     

    
      	
               
      

            	
              1.

            	
              No
      press releases regarding this agreement shall be issued by either NFS or
      MEGOLA without prior consultation and concurrence between both parties (as
      evidenced by the written acceptance of such releases or statements by the
      President of MEGOLA and the President of NFS), provided that no party
      shall be prevented from making any disclosure which is required to be made
      by law or any rule of a stock exchange or similar organization to which it
      is bound. It is further understood that the details of this Agreement will
      not be shared with any third party until after a press release describing
      its contents has been released.

            


    

     

    
      	
               
      

            	
              2.

            	
              If
      MEGOLA is unable to provide NFS with the required volumes and/or
      quality  of Hartindo products or in the event that MEGOLA, for
      whatever reason, is not able to manufacture and/or deliver the Product to
      NFS and/or NFS’s customers in accordance with MEGOLA’S normal and
      customary manufacturing and delivery practices in the chemical industry,
      or if the Product fails to conform to its specifications due to a lapse or
      series of lapses in quality control, then and in that event NFS shall have
      the authority to approach PCL and/or Newstar Chemical to obtain the
      license and right to manufacture the Product in accordance with its
      specifications in order to meet NFS’s and/or NFS’s Customer Product orders
      and the milestones set out in Appendix B (omitted) shall be adjusted for
      the availability of Product. If NFS were to start a relationship with PCL
      and/or Newstar Chemicals, Megola shall be compensated under mutually
      acceptable terms.

            


    

     

    
      	
               
      

            	
              3.

            	
              This
      agreement will be governed by the laws of the State of
    Nevada

            


    

     

    
      	
               
      

            	
              4.

            	
              Megola
      and NFS agree to hold each other free and harmless from any and all
      claims, damages, and expenses of every kind or nature whatsoever (a)
      arising from acts of a party; (b) as a direct or indirect consequence of
      termination of this Agreement in accordance with its terms; or (c) arising
      from acts of third parties in relation to Products sold under this
      Agreement, including, but not limited to execution of liens and security
      interests by third parties with respect to any such
    Products.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.

            	
              This
      Agreement imposes personal obligations on NFS and MEGOLA. NFS and MEGOLA
      shall not assign any of their respective rights under this Agreement, not
      specifically transferable by its’ terms, without the written consent of
      the other.

            


    

     

    
      	
               
      

            	
              6.

            	
              Megola
      expressly prohibits any direct or indirect use, reference to, or other
      employment of its name or Hartindo, trademarks, or trade name, except as
      specified in this Agreement or as expressly authorized by Megola in
      writing.

            


    

     

    
      	
               
      

            	
              7.

            	
              This
      Agreement, any documents incorporated by reference herein and any
      Appendices hereto, constitutes the entire agreement between the parties
      pertaining to the subject matter hereof and supersede all prior
      agreements, understandings, negotiations and discussions with respect to
      the subject matter hereof whether oral or written, including the
      Memorandum of Understanding dated April 6, 2009 between MEGOLA and
      NFS.

            


    

     

    
      
        	
              	
                8.

              	
                A
      provision of this Agreement may be altered only by a writing signed by
      both parties. No
      supplement, modification or waiver of this Agreement shall be binding upon
      the parties unless executed in writing by
  them.

              


      

    

     

    
      
        
          	
                  Dated
      this 8th day of May, 2009

                	 
      
	 
      	 
      
	 
      	 
      
	
                  New
      Fire Solutions, LLC

                	 
      
	 
      	 
      
	
                  Per:

                	
                   

                	 
      
	 
      	
                  Willard
      Brown Jr., President and CEO

                	 
      
	 
      	 
      
	
                  Megola,
    Inc.

                	 
      
	 
      	 
      
	 
      	 
      
	
                  Per:

                	
                   

                	 
      
	 
      	
                  Joel
      Gardner, President and CEO

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    Appendix
A


     

    
      	
              (i)

            	
              NFS
      acknowledges that MEGOLA has entered into Agreements and Discussions with
      various Customers and Sales, Marketing and Distribution groups prior to
      entering into this Agreement. The following list shall be exempt from this
      agreement:

            


    

     

    
      	
               
      

            	
              o

            	
              WoodSmart
      Solutions Inc. and all Bluwood Licensees – Definitive
      Agreement

            


    

     

    
      	
               
      

            	
              o

            	
              Janus
      Products Corp. – Definitive
Agreement

            


    

     

    
      	
               
      

            	
              o

            	
              Vulcan
      Technologies, LLC – Definitive
Agreement

            


    

     

    
      	
               
      

            	
              o

            	
              Innovative
      Synergies, LLC - MOU

            


    

     

    
      	
            	
              o

            	
              Innovative
      Composites Inc. – Definitive
Agreement

            


    

     

    
      	
            	
              o

            	
              Lorvin
      Steel Ltd. and /or Subsidiaries – Verbal
  Agreement

            


    

     

    
      	
            	
              o

            	
              CTT
      Group - MOU

            


    

     

    
      	
            	
              o

            	
              Logistik
      Unicorp. and/or Subsidiaries - MOU

            


    

     

    
      	
               
      

            	
              o

            	
              Hazmat
      4U and Hazmat 1 – MOU

            


    

     

    MSE
Enviro-Technologies Corp. has a distribution agreement with Pacific Channel
Limited for exclusive agency for Hartindo sales in USA but it excludes any
sales distribution agreements that Megola, Inc. enters into with other companies
as listed above. MSE has authorization to obtain and purchase product from
Megola Inc. MSE and Megola have negotiated joint ventures with WoodSmart
Solutions and Janus Corp. above.

     

    
      	
              (ii)

            	
              At
      present, MEGOLA can meet the manufacturing and supply requirements
      necessary to provide NFS with the following Hartindo Products for
      commercialization:

            


    

     

    
      	
               
      

            	
              ·

            	
              Hartindo
      AF21 in all its various forms (concentrate, wood and fabric solution,
      powder)

            


    

     

    
      	
               
      

            	
              ·

            	
              Titan
      21 Blankets

            


    

     

    
      	
               
      

            	
              ·

            	
              AF31
      40/0 Spray (Xmas Tree/ Kitchen/ Boat/ Car
Spray)

            


    

     

    Megola
agrees to extend the validity of this agreement to the commercialization of
additional Hartindo products (AF31, AF11E, Dectan or any other Hartindo
products), subject to NFS meeting the milestones set out in Appendix B(omitted).
Any terms and conditions related to the commercialization of future products
will be determined at that time.