CONTINUATION OF
                          EXCLUSIVE LICENCE AGREEMENT
                                    BETWEEN
                             DURISOL RESOURCE INC.
                                      AND
                           SMITH-MIDLAND CORPORATION

THIS AGREEMENT is made on the 1st day of January 1999

BETWEEN:       DURISOL RESOURCE INC.,
               67 Frid Street
               Hamilton, Ontario, Canada
               L8P 4M3

               hereinafter referred to as ('the Licensor') of the one part

and            Smith-Midland Corporation
               P.O. Box 300
               Midland, Virginia 22728
               USA

               hereinafter referred to as ('the Licensee') of the second part.

WHEREAS

By an Agreement dated January 20, 1990, DURISOL INTERNATIONAL CORP. has granted
an Exclusive Licence to the Licensor for the Patents, Know-How and technology
owned by Durisol International Corp. in relation to the manufacturing process
for producing the Wood Concrete and lightweight concrete described in Schedule 1
hereto ('the Durisol process').

The Licensor granted an Exclusive Sub-Licence ending January 22, 1999 for a
Field of Use in the Territory for all the Patents and Know-How licensed to the
Licensor by Durisol International Corp. along with certain ancillary rights as
set out herein to the Licensee in return for the licence fee and royalties
payable as set out herein;

The Licensor wishes to extend the Exclusive Sub-License for a further five year
period under the same conditions set out for the previous three years ending
January 22, 1999, except for the minor modifications set out in clauses 1.2,
1.10, 1.11, 2.1, 4, 6.1, 6.2, 11, 17, Schedule 2, Schedule 3.

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NOW THEREFORE IT HAS BEEN AGREED as follows:

1.   DEFINITIONS

     1.1  'The Territory' means the States of Virginia, and The District of
          Columbia.

     1.2  'The Field of Use' means the use of the Patents and the Know-How in
          the construction of transportation and outdoor applications in the
          Territory, specifically excluding Durisol facade panels, floor forms,
          etc.

     1.3  'The Patents' means all or any of the Patent(s) in relation to the
          Durisol Products or the Invention granted to anyone in the Durisol
          Group during the life of this Agreement and not limited to those
          patents in existence at the date hereof, short particulars of which
          are set out in Schedule 3 hereto.

     1.4  'The Durisol Group' means Durisol International Corp., any or all of
          the licensee(s) of the Patents, Know-How and/or the Invention, or the
          Licensor and/or any of the aforementioned entities, officers,
          directors, shareholders, agents, associates or nominees.

     1.5  'The Know-How' means all information, knowledge, experience, formulae,
          data processes drawings and designs howsoever or wheresoever arising
          concerning the Patents, the Durisol Products and/or the Invention in
          the possession, custody or control of the Durisol Group; including
          also the results of all tests (and results) on the Durisol Products in
          the possession or under the control of the Licensor or any member of
          the Durisol Group ("The Test Data");

     1.6  'The Invention' means the Patents, the Know-How, The Durisol Process
          and all aspects of the manufacture of the Durisol Products including
          without limitations:

          1.6.1  The composition of the Durisol Products, raw materials,
                 auxiliary materials, and binders actually in use in the Durisol
                 Factories around the world or in any other factory or facility
                 licensed by Durisol International Corp. as well as basic
                 materials not yet utilized on an industrial scale, but tested
                 in the laboratory, for example raw materials such as vegetable
                 substances of various kinds and shapes, including wood from
                 European, North American, Mexican, South American and other
                 origins broken down in various ways, and the corresponding
                 treatment for mineralization and for compatibility with cement
                 or similar binders or similar materials.

          1.6.2  The arrangement of the factory and the nature of the
                 manufacturing equipment for the manufacture of the Durisol
                 Products;

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          1.6.3  Applications worldwide in which Durisol Products are used as an
                 ingredient or in which the method of manufacturing Durisol
                 Products are used.

          1.6.4  The Durisol Products at present on the market as well as those
                 designed and developed but no longer marketed or not yet
                 exploited.

     1.7  'Improvement' means:

          (i)    any invention developed or acquired with free right of disposal
                 by any member of the Durisol Group and used commercially by any
                 member of the Durisol Group during the life of this Agreement
                 the use of which in the Territory without a licence under any
                 patent or patent application would be an infringement thereof;

          and/or

          (ii)   any change in the invention and/or the Durisol Products which
                 has been developed or acquired with free rights of disposal by
                 any member of the Durisol Group and used commercially by any
                 member of the Durisol Group during the life of this Agreement
                 which makes the Invention and/or the Durisol Products more
                 efficient or adaptable or enables the Invention to be
                 manufactured marketed or sold more cheaply or efficiently.
                 PROVIDED THAT where the context so admits, 'improvement' shall
                 include any invention or change in the Invention and/or the
                 Durisol Products made, developed or acquired by the Licensee or
                 any sub-licensee.

     1.8  'The Durisol Products' means all or any of the Products currently made
          or developed for use in the future which apply to the Field of Use.

     1.9  'The Head Licence Agreement' means the Licence Agreement dated January
          20, 1990 and made between Durisol International Corp. and the
          Licensor.

     1.10 'The Consent Agreement' means the Agreement between Durisol
          International Corp. and the Licensor made the 31st day of December
          1998 whereby Durisol International Corp. approves of the terms and
          provisions of the Agreement.

     1.11 'The Effective Date of the Agreement' means the date on which this
          Agreement is made as indicated on Page 1 of this agreement.

     1.12 'Exclusive' means in respect of a licence or right granted hereunder
          that the grantor may not itself exercise that licence or right and may
          not authorize any other person to use or assign that licence or right.


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     1.13 'Person(s)' includes any person firm or company or group of persons or
          unincorporated body.

     1.14 'The Parties' means the Licensor and Licensee.

     1.15 'Quarter Year' and 'Quarter' shall mean the three month period ending
          on 31 March, 30 June, 30 September and 31 December in each year.

     1.16 The singular includes the plural and vice versa where the context so
          admits or requires and references to 'the Licensor' or 'the Licensee'
          shall include their respective employees and agents.

2.   WARRANTIES BY THE PARTIES

A.   The Licensor hereby warrants and declares that:

     2.1  There are no outstanding assignments, licences, obligations, charges
          or agreements either written oral or implied and either valid or
          invalid which are made under the Head Licence Agreement or whatsoever
          which are inconsistent with this Agreement;

     2.2  To the best of its knowledge and belief:

          1)     the Invention does not infringe any third party's patent or
                 other intellectual property right whether registerable or not
                 in the Territory; and

          2)     the use by the Licensee of the Know-How (or disclosure by the
                 Licensor to the Licensee of the Know-How) will not breach any
                 obligation of confidence or secrecy imposed by or owed to a
                 third party.

     2.3  The disclosure or use of the Know-How will enable the Licensee or its
          nominee to manufacture and market the Invention and the Durisol
          Products in the Territory.

     2.4  The Know-How to be disclosed to the Licensee will be a full and
          complete disclosure of all the Know-How and the Test Data in its
          possession custody power or control in relation to the Invention and
          the Durisol Products relating to the Field of Use.

     2.5  It will prosecute any patent application pending in the US Patent
          Office and use its reasonable endeavours to overcome any patent
          opposition or objections or official actions thereby arising.


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     2.6  There is no litigation, arbitration, claim (apart from claims arising
          to adjust ordinary business transactions), governmental or other
          proceeding, or investigation pending, threatened or in prospect or
          any basis therefore known to the Licensor against the Licensor or
          affecting any of the business, properties or assets of the Licensor.

     2.7  There are no licences, liens or security interests in the Territory
          outstanding in respect of the rights granted herein.

     2.8  It has good and marketable title to the Patents and the inventors are
          the true and only inventors of the Patents.

     2.9  It is not aware of any matter or prior art that would invalidate any
          of the patents.

B.   The Licensee warrants and declares that:

     2.10 It will provide a marketing plan within three (3) months of the date
          of this Agreement and update it on a regular basis and will use its
          best endeavours to achieve the objectives in the marketing plan.

C.   The parties hereby warrant to each other:

     2.11 They have the full right power an authority to enter into and perform
          this Agreement and that the signatory to this Agreement is properly
          and duly authorized to sign respectively for and on behalf of each
          Party.

     2.12 No consent of, or declaration of filing with, any federal, state,
          municipal or other governmental authority is required for the
          execution, delivery or performance of this Agreement or any part of
          it.

     2.13 No consent of any party to any contract, agreement, lease, licence, or
          other instrument to which the Licensor or the Licensee is a party or
          to which any of their respective properties or assets are subject is
          required for the execution, delivery or performance of this Agreement
          (except the consent of DIC under the Head Licence Agreement); and the
          execution, delivery, and performance of this Agreement will not
          conflict with, or (with or without the giving of notice or the passage
          of time or both) entitle any party to terminate or call a default
          under any such contract, agreement, lease, licence or other instrument
          or contravene any provision of the Articles of Incorporation or
          by-laws of any of the parties, or conflict with or result in a breach
          of any law, order of judgment, decree or regulation binding on any of
          the parties, or to which any of its properties or assets are subject.


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         2.14  The representations and warranties made by the Parties under this
               Agreement are made as of the Effective Date of this Agreement and
               cover all conduct of the Parties and those persons signing on
               behalf of them up to that date.

3.   GRAND CLAUSE

         3.1   The Licensor hereby grants to the Licensee an Exclusive Licence
               under the Patents to make use sell and deal in the Invention and
               the Durisol Products in the Territory and in the Field of Use on
               the terms and conditions of this Agreement provided that this
               Licence shall be deemed to be a Licence under any and all
               patent(s) in relation to the Invention granted to any member of
               the Durisol Group during the life of this Agreement.

         3.2   The Licensor hereby grants to the Licensee the exclusive right to
               use develop and exploit the Know-How for the Invention and
               the Improvements in the Territory and in the Fields of Use on the
               terms and conditions of this Agreement.

         3.3   The Licensee is hereby granted a non-exclusive right to use in
               the Territory the USA Registered Trademark 'Durisol' (Number
               440,075) in the ownership of DIC.

4.   PROVIDED FURTHER THAT nothing in this Agreement shall entitle the Licensee
     to exercise the rights granted outside the Territory without the prior
     consent of the Licensor and the Licensee shall refrain from all activity
     connected with Durisol Products and the Invention outside the Territory and
     shall not without prior consent of the Licensor, either directly or
     indirectly, offer, sell or deliver any of the Durisol Products outside the
     Territory.

5.   RESPONSIBILITIES OF THE LICENSEE

     SMC shall actively and exclusively promote the sale and use of Durisol for
     absorptive Noise Barriers and shall be responsible under the License to
     provide:

         (a)   All plant, equipment and forms necessary to manufacture Durisol
               Products in sufficient quantities to satisfy the orders achieved
               in the Territory without recourse to importing Durisol Products
               from the Licensor's facilities in Canada or elsewhere;

         (b)   The sales force for marketing and selling Durisol Products in the
               Territory;

         (c)   Local advertising and promotion;

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         (d)   All information required in obtaining state and local approvals,
               including all required testing not presently completed or in
               progress; and

         (e)   To manufacture Durisol Products in strict compliance with the
               standards established by DRI with respect to component materials,
               mix designs and placement, compaction and curing.

6.   FEES AND ROYALTIES

     6.1 LUMP SUM ROYALTY
         The Licensee paid to the Licensor a lump sum for the transfer of the
         Know-How hereunder of US $25,000 (twenty five thousand) paid in
         installments.

     6.2 ROYALTY FEE BASED ON SALES

         6.2.1 The Licensee agrees to pay to the Licensor Royalties calculated
               in accordance with Schedule 2 hereof ('the Royalty') provided
               that the Licensee shall pay a minimum royalty as follows:

               (a) in the year ending 31 December 1999, US $25,000 (twenty five
                   thousand US Dollars), and

               (b) in each year thereafter US $25,000 (twenty-five thousand US
                   Dollars) during the term of this Agreement. Royalties paid in
                   excess of the annual minimum in the current year and
                   immediate year before except as noted in Clause 6.2.1 (c)
                   shall be applied to the minimum requirements of the following
                   year. In one of the above years the minimum Royalty may be
                   reduced to US $12,500 (twelve thousand five hundred US
                   Dollars) if market conditions fail to produce the specified
                   minimum Royalty.

               (c) Royalties due up to and including December 31, 1998 shall be
                   paid up in full and not be entitled to carry over to future
                   years.

               Provided that any shortfall between the minimum royalty payable
               hereunder and the Licence Fee shall be paid within 60 days after
               the 31 December in any year.

         6.2.2 The Licensee shall keep full and complete records showing the
               basis upon which the Royalty is calculated and make available for
               inspection at the Licensee's premises.

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         6.2.3 At the end of each Quarter Year or as soon as possible
               thereafter, the Licensee shall submit a report to the Licensor on
               the amount of Durisol Products manufactured by the Licensee
               and/or any sub-licensee during that Quarter Year.

         6.2.4 No License Fee shall be payable to the Licensor by the Licensee
               for sales made by the Licensee to persons, firms or corporations
               who fail to pay the Licensee for any Durisol Products sold to
               them by the Licensee, provide that the Licensee shall make all
               reasonable effort to collect such accounts. The License Fee shall
               be payable on a cash receipt basis.

         6.2.5 The Licensee shall account for the License Fee at the end of each
               Quarter Year and shall pay the License Fee to the Licensor within
               60 days after that date in each quarter into a designated bank
               account of the Licensor in Canada.

         6.2.6 The conversion and transfer of License Fee is the sole
               responsibility of the Licensee, and the Licensee's obligations
               for payment of the License Fee shall cease as soon as they are
               freely available for the Licensor in Canada in Canadian Dollars,
               less any tax or other charges imposed in the United States of
               America.

         6.2.7 The Licensee shall not make any deduction from the License Fee in
               respect of any claim which the Licensee alleges against the
               Licensor and the Licensee shall, unless requested to do so by any
               Government or other authority refrain from blocking, impounding
               or obstructing payment of the Royalty or taking any measures
               which would prevent the Licensor from receiving the entire and
               undiminished amount of the Royalty.

7.   KNOW-HOW DISCLOSURE

     In consideration of the payment of US $25,000 (twenty-five thousand U.S.
     Dollars) set out in Clause 6.1 hereof, the Licensor hereby agrees to
     disclose to the Licensee all the Know-How and Test Data relating to the
     Invention, and in consideration of the payment set out in Clauses 6.2
     hereof agrees to transfer Know-How and Test Data as it arises in the
     Durisol Group throughout the life of this Agreement.

8.   TECHNOLOGY TRANSFER AND TRAINING

     8.1 In addition to Clause 7 hereof the Licensor agrees that it will perform
         the following continuing services for the benefit of the Licensee:

         8.1.1 The Licensor shall provide training in Mitchell, Ontario at
               Durisol Materials Limited's plant or at other locations
               appropriate to the products licensed for up to four (4) engineers

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               designated by the Licensee. Wages, transportation, board, room
               and premiums for accident and sickness insurance of such
               engineers shall be the responsibility of the Licensee. The
               engineers will be trained in all aspects of Durisol Products
               related to the Field of Use. The duration and location of the
               training will be mutually agreed.

         8.1.2 For initial mobilization of equipment and startup and thereafter
               whenever the Licensee shall encounter difficulties in
               establishing, maintaining or operating its plants or in producing
               Durisol Products or in manufacturing Durisol Products according
               to the Know-How or Patents the Licensor shall, at the request of
               the Licensee, send one or more specialists to the Licensee's or
               any sub-licensee's plant or plants to instruct assist and advise
               the Licensee in order to meet and overcome any such difficulties
               and to the extent permitted by the development of the work, to
               recommend corrective measures. The travelling costs connected
               with the sending of such specialists by the Licensor (including
               wages) shall be borne exclusively by the Licensee. During the
               entire period spent in the Licensee's Territory the Licensee
               shall pay for each specialist a daily engineering fee equal to US
               $500.00 (five hundred U.S. Dollars). The travel expenses and
               accommodation costs paid by the Licensor in respect of the period
               spent in the Licensee's Territory by such specialists shall be
               repaid by the Licensee. For the sake of simplicity the accounting
               shall be done at the end of each month.

         8.1.3 The Licensor shall, at the Licensee's request, prepare or check
               the Licensee's projects and plans for the commissioning of a
               state of the art plant to manufacture components for Durisol
               Products, the costs of such work to be debited to and paid by the
               Licensee according to the rates set forth in Paragraph 8.1.2. The
               Licensor shall not be responsible in any way for mistakes in
               drawings and instructions checked by the Licensee. The Licensee
               alone shall be responsible for all measures taken or to be taken
               in connection with the putting of their plant into operation, the
               manufacture of the Durisol Products and their utilisation in the
               Durisol Process according to the Invention.

     8.2 The Licensee shall be the employer of its employees during the entire
         period of any training under this clause and shall accept the risks
         attendant on this capacity, and the Licensee further accepts to provide
         at its cost all necessary insurance arising therefrom including
         workmen's compensation insurance.

     8.3 The Licensor shall use its best endeavours to provide full and
         comprehensive training facilities in all aspects of Durisol Products.
         Further, all advice given to the Licensee shall be given by competent
         and fully trained and experienced specialists in Durisol Products and
         the manufacture thereof.

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9.  IMPROVEMENTS

    9.1  LICENSOR'S IMPROVEMENT

         In the event that the Licensor shall at any time during the currency of
         this Agreement devise discover or acquire rights in any Improvement the
         Licensor shall to the extent that it is not prohibited by law promptly
         notify the Licensee in writing giving details thereof and shall provide
         to the Licensee such information and explanations as the Licensee may
         reasonably require to be able to utilize the same. Information so
         provided shall be deemed to be provided on the same terms as those
         applicable to the Know-How agreed to be provided under Clauses 3.2 and
         7 above. In any case where the Licensor obtains a Patent in respect of
         such Improvement the Licensor shall grant a licence to the Licensee of
         the same scope as the licence agreed to be provided under Clause 3.1
         hereof and on the same terms as to royalty as set out herein.

    9.2  LICENSEE'S IMPROVEMENTS

         In the event that the Licensee or any sub-licensee shall at any time
         devise, discover or acquire rights in any Improvement the Licensee
         shall to the extent that it is not prohibited by law promptly notify
         the Licensor in writing giving details thereof and provide to the
         Licensor such information or explanation as the Licensor may reasonably
         require to be able effectively to utilize the same. The rights and/or
         property so arising shall be vested in the Licensee who shall grant
         royalty free licenses to any member of the Durisol Group for so long as
         such member remain a member of the Durisol Group. Nothing in the
         foregoing shall affect the Licensee's right to grant sub-licences in
         respect of such an Improvement in the Territory in accordance with
         Clause 4 hereof. The Licensee shall have the right to file a Patent or
         Patents in any country in the world on any Improvement which relates to
         any development made by the Licensee or any sub-licensee to the
         Invention. Rights in such improvements outside the Territory shall be
         assigned to the Licensor. The Licensor will reimburse the Licensee for
         all expenses associated with patent applications assigned to the
         Licensor.

10. INSPECTION

    10.1 The Parties shall have the right at all times, subject to any competent
         or other lawful prohibitions and restrictions, to inspect or cause to
         be inspected all factories, laboratories, equipment, warehouses and
         manufacturing plants of the Licensee and any member of the Durisol
         Group within the Territory.


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    10.2 The Licensor shall have the right to inspect or cause to be inspected
         all Job Sites in which Durisol Products or the Invention are to be
         utilised in the Territory.

    10.3 The Licensee shall at all times supply the Licensor with all reasonable
         information concerning the activities of the Licensee or any
         sub-licensee under this Agreement.

11. OPTION

    The Licensor shall not grant any licence or other right to use the Patents
    and/or Know-How in the Territory for any purpose outside the Field of Use
    unless the Licensor shall first have offered to grant such a licence to the
    Licensee by notice in writing ('the Offer Notice') on terms not less
    favourable than those offered to any third party and the Licensee has failed
    to accept those terms in writing within 30 days of receipt of the Offer
    Notice in which event the Licensor may grant a licence to a third party
    within 90 days of the rejection by the Licensee provided that such a licence
    is on the same terms and conditions offered to the Licensee.

    It is noted that building related products such as wall forms, roof planks,
    floor forms and facade panels are excluded.

12. INFRINGEMENT AND THIRD PARTY CLAIMS

    In the event that any right licensed under this Agreement is infringed by
    and third part of a third party claims that the Licence granted hereunder is
    infringing a right (whether a right under a patent, trademark or otherwise)
    vested in a third party, the Parties shall confer upon the steps to be taken
    and the divisions, if any, of the legal costs that my be incurred.

13. CONFIDENTIALITY

    The Parties shall keep secret and confidential all or any information
    communicated between them under this Agreement which contains trade secrets
    or consists in information not publicly available or which is specifically
    marked 'Confidential'. Disclosure by the Licensee shall be on a 'need to
    know' basis and all appropriate safeguards to protect confidentiality shall
    be taken at all times. Each of the Parties shall be responsible for the
    observance of secrecy on the part of its management, employees, workmen,
    agents and other persons connected with it in any way.

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14. TERMINATION

    14.1 Either the Licensor or the Licensee may terminate this Agreement
         forthwith on written notice in any of the following circumstances:

         14.1.1 If the other party commits a material breach of this Agreement
                and where capable of remedy has not taken steps to remedy the
                breach within 60 days of notice from the other party; or

         14.1.2 If either party ceases to carry on business as a going concern,
                is unable to pay its debts as they fall due, or shall make any
                composition with its creditors, or any distress or execution
                shall be levied or threatened against it, or shall go into
                liquidation or have a receiver appointed in respect of all or
                any of its assets or shall be amalgamated or reconstructed with
                the result that the Company emanating from such amalgamation or
                reconstruction shall be a different legal entity.

         14.1.3 If the Licensee, by reason of supplying Durisol Products of a
                quality inconsistent with the requirements of the customer or of
                the Licensor, causes the good name of Durisol to be damaged
                and/or the Durisol Products to be disallowed for future use by
                the customer or any related or unrelated third party in the
                Territory.

    14.2 The Licensee may terminate this Agreement by serving notice of
         termination to expire six months after receipt by the Licensor.

15. CONSEQUENCES OF TERMINATION

    15.1 In the event of termination or expiration of the Agreement for whatever
         reason the obligations of confidentiality in Clause 13 shall continue
         in full force and effect for a period of three and a half (3 1/2) years
         from the date of termination or expiration.

    15.2 In the event of termination by the Licensee as a result of an event
         arising in 14.1.2 befalling the Licensor the provisions of Clause 3 of
         the Consent Agreement shall apply.

16. MISCELLANEOUS

    16.1 WAIVER

         A waiver by one part of a breach by the other of any term of this
         Agreement shall not prevent the

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         subsequent enforcement of the term and shall not be deemed a waiver of
         any subsequent breach.

    16.2 SEVERANCE AND PUBLIC POLICY RESTRICTIONS

         If any provision of this Agreement is declared void or unenforceable by
         any judicial or administrative authority, this shall not in an of
         itself nullify the remaining provisions of this Agreement. Always
         provided that the cancellation of such provision does not substantially
         alter the economic interest of either party in the continued
         performance of this Agreement.

    16.3 ENTIRE AGREEMENT

         This Agreement together with the Consent Agreement, the Term Sheet of
         Proposed Sub-Licence Agreement between the Parties dated October 19,
         1995 and the Non-Disclosure and Confidentiality Agreement as to
         Invention and Patent Rights set forth the entire agreement and
         understanding of the parties relating to the subject matters hereof,
         and merge all prior discussions between them and all prior agreements,
         memoranda of intent or understanding including oral agreements. Neither
         party shall be bound by a definition, condition or representation other
         than as expressly stated in these Documents or as set forth in writing
         and signed by the parties to be bound.

    16.4 NOTICES

         Any notice to be given to either party by the other shall be in writing
         and shall be served either personally or by registered or certified
         mail, return receipt requested, addressed as follows:

         If to Licensor:                           If to Licensee:

         Durisol Resource Inc.                     Smith-Midland Corporation
         67 Frid Street                            P.O. Box 300
         Hamilton, Ontario                         Midland, Virginia 22728
         Canada, L8P 4M3                           U.S.A

         Attention: President                      Attention: President

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    16.5 NO PARTNERSHIP

         Nothing in this Agreement shall constitute a partnership between the
         parties hereto nor constitute one the agent of the other nor shall
         either part represent themselves to any third party as the agent of the
         other.

    16.6 MAINTENANCE OF PATENTS

         The Licensor shall subject as hereinafter mentioned during the life of
         this Agreement pay all renewal fees and do all such acts and things as
         may be necessary to maintain the Patents and shall produce upon written
         request the receipt for such renewal fees seven days at least before
         the last day for renewing the Patents and in default shall permit the
         Licensee to pay the same and give appropriate credit for the cost
         thereof.

    16.7 NON ASSIGNMENT

         Subject to Clause 11 hereof, neither party shall assign, transfer,
         change, encumber or otherwise deal with the whole or any part of this
         Agreement or its rights or obligations herein without the prior written
         consent of the other.

    16.8 DISPUTE RESOLUTION

         In the event there arises a dispute between the parties as to the
         interpretation or performance of any of the provisions of this
         Agreement or as to matters related to but not covered by this
         Agreement, the parties shall consult together in good faith to find a
         mutually agreeable resolution thereof, including the use of alternate
         dispute resolution procedures such as mediation, and binding or non
         binding arbitration, prior to and as a condition precedent of the
         filing of a suit in a court of law.

    16.9 GOVERNING LAW AND JURISDICTION

         This Agreement shall be governed by and construed and interpreted in
         accordance with the Laws of Ontario, Canada and the parties hereby
         submit to the exclusive jurisdiction of the Ontario Courts.

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<PAGE>
    16.10 HEADINGS

          The headings in this Agreement are for convenience of reference only
          and shall not affect its interpretation.

17. DURATION

    This Agreement is effective from the Effective Date hereof and thereafter
    for a period of five (5) years.

In witness whereof the Licensor and the Licensee have hereunto set their
corporate seals duly attested to by the hands of proper signing officers in that
behalf of this 3rd day of May 1999.



SIGNED for and on behalf of                            /s/ Hans J. Rerup
DURISOL RESOURCE INC.                                  -----------------
in the presence of:                                    Hans J. Rerup
                                                       President
/s/ Ashley B. Smith
-------------------


SIGNED for and on behalf of                            /s/ Rodney Smith
Smith-Midland Corporation                              ----------------
in the present of:                                     Rodney Smith
                                                       President
/s/ Ashley B. Smith
-------------------

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                                   SCHEDULE 1
                               THE DURISOL PROCESS

The Durisol Process is a process for producing Wood Concrete, a light weight
concrete made out of wood or vegetable fibres bound with cement giving volume
weights below 850 Kg/m(3)(Kilogrammes per cubic metre) or use in the manufacture
of inter alia building blocks, slabs and other products and materials by methods
(secret and otherwise) known by the name DURISOL and to be disclosed to the
Licensee pursuant to this Agreement.


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<PAGE>
                                   SCHEDULE 2
                                THE ROYALTY FEE

(a)    SMC shall pay a Royalty fee equal to U.S. $0.25 (twenty five cents U.S.)
       per face square foot of Durisol products sold in the territory.

(b)    Minimum Royalties shall be as per Clause 6.2.


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<PAGE>
                                   SCHEDULE 3
                                   THE PATENTS

<TABLE>
<CAPTION>
 Date                      Number                Territory                     Owner
<S>                        <C>                    <C>                          <C>
 25 August 1947            2,592,345                 USA                       Durisol International Corp.
 15 August 1952            2,805,567                 USA                       Durisol International Corp.
 16 July 1968              3,393,261                 USA                       Durisol International Corp.
 20 April 1982             4,325,457                 USA                       Durisol Materials Limited
 11 April 1995             5,406,039                 USA                       Durisol Materials Limited
 3 February 1998           5,713,161                 USA                       Durisol Materials Limited
</TABLE>
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