This Agreement made this 21 day of April, 1999



BETWEEN:

Penta Deltex Ltd., a Company
incorporated under the laws of
the Dominion of Canada
(hereinafter referred to as "Penta")
and
Green Dolphin Systems Corp., a Company
incorporated under the laws of the
State of Nevada

(hereinafter referred to as "Green")
Witnesseth
Whereas, Penta owns the worldwide rights to Green Dolphin products,
equipment,
formulas, manuals, processes, inventions, designs, specifications,
trademarks,
copyrights and other materials relating to the Corporations business and
activities hereinafter referred to as Proprietary Assets.

And Whereas, Green is desirous of purchasing from Penta the Proprietary
Assets.
Now, Therefore the Parties agree as follows:
1.     Term

Penta hereby sells to Green the exclusive right to the Proprietary Assets as
specified in Schedule A.

la)     Green to satisfy and shall pay for the Proprietary Assets to Penta
the
amount of US $300,000.00. The said amount to be paid in full according to the
following payment schedule:

-     US $100,000.00 on or before 30 April 2000
-     US $100,000.00 on or before 30 October 2000
-     US $100,000.00 on or before 30 April 2001

lb)     Whereas if Green does not meet the above payment schedule as outlined
in I (a) then Green will have 30 days to meet and pay the full outstanding
amount in order not to be in default of the terms and conditions of this
Agreement.

2.     Proprietary Marks and Copyrights

The term "Proprietary Marks" and "Copyrights" as used in this Agreement shall
mean the tradenames and trademarks "Green Dolphin", "Fire Safe" "Fire Poly"
"Protection Plus" and such other tradenames, trademarks and logos as are now
or subsequently designated by Penta.

3.     Confidentiality

Penta and Green acknowledge that all information relating to each other's
business is confidential and constitutes trade secrets of each party.
Without
restricting the remedy for breach of this paragraph, both parties acknowledge
that damages will-not constitute a sufficient remedy for any such breach and
that the injured party will be entitled to injunctive relief.

4.     Non-Competition

Penta agrees that during the term of this Agreement Penta shall not either
directly or indirectly or through, on behalf of or in conjunction with any
other person or entity.

5.     Operations

In order to maintain Penta's high quality associated with the Proprietary
Assets, and to promote and protect the goodwill associated therewith, Green
agrees:

5a.     to use its best efforts in promoting sales of the Proprietary Assets
and to use, in regard thereto, the advertising, sales promotion and
merchandising materials and programs acquired by Green.

5b.     to comply at all times, with all laws, regulations, by-laws, orders,
rulings and permits in force where applicable to maintain and protect the
Proprietary Assets.

6.     Relationship

Green is not an employee of Penta for any purpose whatsoever, but is an
independent Corporation.  Green does not have and shall not hold as having
any
contracts or obligation; either expressed or implied, on behalf of, in the
name of, or binding upon Penta, or to pledge Penta's credit.

7.     Non-Liability

Penta shall not be liable to Green for any injury to or death of any person
or
for any damages to property caused by Green's act or neglect or for any other
liability of Green, except as specifically stipulated in this Agreement, and
Green shall fully indemnify and safe harmless Penta in regard thereto and in
regard to all costs and expenses, including legal expenses, arising therefrom.

8.     Termination

Upon termination or breach of this Agreement Green shall cease to sell or
otherwise deal with the Proprietary Assets and shall immediately cease to
use, directly or indirectly, in distribution, marketing and sales the
Proprietary Marks, copyrights, formulas and any other identifying
characteristics or indicia of the Assets.  Green shall no longer use, employ
or trade under any description or representation that suggests or indicates a
connection or association with Penta.

9.     Injunctive Relief

Green understands and agrees that Penta shall suffer irreparable harm in the
event Green breaches any obligations under this Agreement and that monetary
damages shall be inadequate to compensate Penta for the breach.

10.     Entire Agreement

This Agreement constitutes the entire Agreement between the parties and all
prior negotiations, commitments, conditions, representations, warranties and
undertakings are merged herein.  No amendment or modification to this
Agreement shall be valid or binding upon the parties unless in writing,
signed
by both of the parties.

11.     Non-Waiver

No waiver by either party to this Agreement of any breach, failure or default
in performance by the other party, and no failure, refusal or neglect by a
party hereto to exercise any right hereunder or to insist upon strict
compliance with or performance of the other party's obligations hereunder,
shall constitute a waiver of the right to require strict compliance with the
provisions hereof.

12.     Governing Law

This Agreement shall be governed by and construed in accordance with the laws
of the State of Nevada and, to the extent applicable, the United States of
America.

13.     Notices

All notices, consents, approvals or correspondence permitted or required to
be
given hereunder shall be deemed to be sufficiently given if delivered or sent
by confirmed telefax as follows:


a)     to Penta Deltex Ltd: 26 Voyager Court South Etobicoke, Ontario M9W 5M7
Canada
Tel:     (416) 679-0707
Fax:     (416) 679-0780

b)     to Green Dolphin Systems Corp. P.O. Box 1420 Powell, Tennessee U.S.A.
37849
Tel:     (1-888) 379-8693
Fax:     (1-423) 947-3966


Any notice so delivered or telefaxed shall be deemed to be received on the
date of delivery.  Either party may from time to time by notice in writing
given pursuant to the terms hereof may change its address for the purpose of
this paragraph.

IN WITNESS WHEREOF the parties have executed this Agreement




Witness by:                       GREEN DOLPHIN SYSTEMS CORP.




SEA


Witness by:                       PENTA DELTEX LTD.




SEAL