Memorandum
      of Understanding and Intent

    THIS
      MEMORANDUM OF UNDERSTANDING AND INTENT (MOUI) 

    IS
      MADE THIS 13TH
      DAY OF NOVEMBER, 2007 BETWEEN

    


    Megola
      Inc.,
      a
      corporation incorporated under the laws of Nevada with its principal office
      in
      the city of Corunna, Ontario, Canada hereinafter shall be referred in this
      Memorandum as the vender (the “Vendor”)

    -and-

    6841309
      CANADA INC. (HAZMAT4U)
      a
      corporation incorporated under the laws of the Canada Business Corporations
      Act,
      with its principal office in the city of Barrie, Ontario, Canada, hereinafter
      referred in this Memorandum as (the “Purchaser”) wherein the Vendors and the
      purchaser shall be jointly referred in this memorandum as (the
“Parties”)

    


    6841309
      CANADA INC.
      is
      interested in: 

    
      	·  	
              Exclusive
                use of the Hartindo AF11E halon replacement, AF21 Fire Inhibitor,
                and AF31
                Multi-use Fire Extinguishant products (the “Products”), including all
                improvements and modifications thereto, for the purpose of use,
                application, and sales in the Hazardous materials and Fire and Emergency
                services industries, and other related industries, as agreed upon
                by the
                Parties, in Canada (the
“Territory”).

            


    

     

    
      	·  	
              Said
                exclusivity in the Territory being for an initial period of five
                (5) years
                with an option for a further five (5) years at the sole discretion
                of
                6841309 Canada Inc.

            


    

    


     

    MEGOLA
      Inc.
      is
      interested in:

    
      	·  	
              Supplying
                6841309 CANADA INC. with the Hartindo AF11E, AF21 and AF31 fire
                suppression and inhibitor products, on an exclusive basis in the
                Territory
                for utilization in the industries as described above, for the purpose
                of
                use, application and resale only. 

            


    

    


     

    The
      PARTIES
      agree
      that:

    
      	·  	
              Megola
                Inc shall provide any compulsory certificates of testing and analysis
                of
                the Products required to satisfy all Canadian standards and necessary
                health, safety and environmental
                laws.

            


    

     

    
      	·  	
              Megola
                Inc. shall provide the Products at a reasonable wholesale marketable
                rate,
                to remain competitive, and ensure adequate supply of such in a timely
                manner to satisfy market demand.

            


    

     

    
      	·  	
              6841309
                Canada Inc. shall provide its marketing and industry expertise to
                penetrate the Hazardous materials and Fire and Emergency Services
                markets,
                on a timely basis, and provide all of the necessary field testing,
                demonstrations and professional expertise as and when required at
                its
                discretion, for distribution to
                such.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      forgoing memorandum of understanding and intent is accepted, approved and agreed
      to by Megola Inc., this 13th
      day of
      November, 2007

    


    


    Megola
      Inc.

    


    By_________________________

    Name:
      Joel Gardner

    Title:
      President & CEO

    


    The
      forgoing memorandum of understanding and intent is accepted, approved and agreed
      to by 6841309 Canada Inc. this 13th
      day of
      November 2007

    


    6841309
      Canada Inc.

    


    By__________________________

    Name:
      David Williams

    Title:
      President & CEO