EXCLUSIVE
      BROWNFIELD LICENSE AGREEMENT

    


    


    THIS
      EXCLUSIVE LICENSE AGREEMENT dated as of October 27, 2008 (this “Agreement”),
      by and
      between SOLUCORP INDUSTRIES LTD., and 1 Lane Technologies Corp. (1
      Lane)
      a
      Delaware Corporation.

    


    WHEREAS,
      Solucorp is the owner of the MBS Process (as hereinafter defined), a patented
      hazardous heavy metal remediation process;

    


    WHEREAS,
      1
      Lane wishes
      to purchase
      a exclusive worldwide license, with the exclusion of the following territories,
      North America, Central America, South America, Russia and China, of the MBS
      Process for remediating Brownfield and Redevelopment Sites (as hereinafter
      defined) and may or may not, in conjunction with associate developers, States,
      Cities or Towns develop and operate such Brownfield and Redevelopment Sites
      for
      industrial, commercial, residential, recreational or other productive
      uses;

    


     

    WHEREAS,
      1
      Lane
      desires
      to have Solucorp provide expertise for all remediation work, including
      remediation of heavy metal pollution in soils and other untreated wastes, in
      the
      Brownfield and Redevelopment Sites by the use of the MBS Process. Solucorp
      desires to do so; and

    


    WHEREAS,
      Solucorp desires to grant 1
      Lane
      an
      exclusive worldwide license, with the exception of the following territories,
      North America, Central America, South America, Russia and China, to use the
      MBS
      Process claimed in the MBS Patents for Brownfield and Redevelopment Sites and
      conditions hereinafter set forth;

    


    WHEREAS,
      Solucorp desires to grant 1
      Lane
      a
      non-exclusive license for the use of the MBS Process for the remediation of
      “Contaminated Sites” and “Superfund like Sites” as defined below. In an effort
      to allow 1
      Lane
      to
      penetrate the market, Solucorp will not sub-license the MBS technology within
      1
      Lane’s
      territory for a period of 18 months. Should either 1
      Lane
      not have
      secured at least 5 projects or not adhered to commitments as stated in paragraph
      3.2 (b) during the 18-month period, Solucorp has the right to sub-license the
      MBS technology to other entities.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and undertakings herein
      set
      forth, and other good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, Solucorp and 1
      Lane
      hereby
      agree as follows:

    


    1.
      DEFINITIONS

    


    For
      all purposes of this Agreement, the following terms shall have the meanings
      specified below:

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    “Contaminated
      Site”:
      a site
      contaminated with hazardous heavy metals and may also be contaminated with
      low-level radioactive waste.

     

    “Brownfield”:
      any
      real estate site, which may or may not be, designated by the local or other
      governmental authorities as a “Brownfield Site” otherwise suitable for
      commercial, residential or other for-profit productive use but which, due to
      the
      presence or suspected presence at such site of heavy metal contaminants in
      the
      soil, is currently either not being utilized at all, or is being underutilized,
      for commercial or other productive use. 

    


    “Superfund
      like Site”:
      any
      site determined by the governing regulatory Agency
      to
      be contaminated o such a degree that it constitutes a health hazard to
  the
      local
      community and environment. 

     

    “Redevelopment
      Site”:
      any
      project involving the remediation of a  Contaminated
      Site and the development and operation of such Contaminated Site 
      or
      industrial, commercial, residential, recreational or other productive use which
      may be owned by 1Lane.

    


    


    


    “MBS
      Patents”:
      (i)
      the U.S. and foreign patents listed in Exhibit
      A

    hereto;
      (ii) any patents which shall issue on any of the patent listed on Exhibit
      A
      hereto
      or on any improvements thereof, and any reissues, reexamination, renewals or
      extensions thereof; (iii) any divisional, continuation or continuation-in-part
      patent which shall be based on the patents described in Exhibit
      A;
      and
      (iv) patents and patent corresponding to each of the above-described patents
      which shall subsequently issue are issued, filed, or to be filed in any foreign
      country, any patents which shall subsequently issue thereof, and any renewals,
      divisions, reissues, continuations or extensions thereof. “U.S.
      Patent Office”:
      the
      United States Patent and Trademark Office.

    


    


    


    “MBS
      Process”:
      Solucorp’s long term heavy metal soil remediation process, for  which
      patent have been filed as listed Exhibit
      A
      hereto,
      to stabilize by
      the
      addition of proprietary non-hazardous reagents to the contaminated  materials
      under increased moisture conditions in order to convert such  contaminated
      materials into an insoluble, stable, non-hazardous metal sulfide,  together
      with any improvement, enhancement or expansion of such long term  heavy
      metal soil remediation process.

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    2. RIGHTS
      GRANTED BY SOLUCORP TO 1 Lane

    


    
      	
            	2.1	
              Solucorp
                hereby grants 1
                Lane
                and 1
                Lane
                hereby accepts from Solucorp, a worldwide exclusive license except
                for the
                following territories, North America, Central America, South America,
                China license under the MBS Patents to use the MBS Process for the
                purpose
                of remediating Brownfield and Redevelopment Sites and a non-exclusive
                license for other Contaminated and Superfund like Sites as previously
                defined in this agreement. 

            


    

    


    3. COMPENSATION
      FOR RIGHTS GRANTED

    


    
      	
            	3.1.	
              Solucorp
                shall receive the following compensation from 1
                Lane
                for the rights granted by Solucorp
                hereunder:

            


    

    


    
      	
            	3.2	
              A
                payment of $4,000,000 U.S. at closing to be paid in the form of common
                shares of 1
                Lane,
                which will be 8,890,000 shares of 1
                Lane
                which will be issued within 10 days of the signing of this agreement
                and
                convertible into free trading common shares of the company’s stock.
                Conversion will take place at six months from date of this agreement.
                1
                Lane
                will also pay Solucorp the sum of $1,000,000 within 12 months of
                this
                signing of this agreement as
                follows:

            


    

     

    
      	·  	
              $100,000.00
                within 15 days of the signing of this
                agreement.

            


    

    
      	·  	
              $900,000.00
                within 12 months of the signing of this
                agreement.

            


    

    


    
      	(a)  	
              Should
                1
                Lane
                purchase and sell or purchase and develop the Brownfield or Redevelopment
                property after remediation, Solucorp will receive a 1% royalty of
                the sale
                price. Should 1
                Lane,
                it’s officers partners or affiliates participate in ownership in any
                way
                with the development of the property after the sale of the property
                Solucorp must receive it’s 1% royalty of the total development
                cost.

            


    

    


    
      	(b)  	
              Solucorp
                will provide all in-house technical expertise as required for free.
                1
                Lane
                will pay for all out-of-pocket expenses associated with site visits
                and
                other travel such as airfare, hotels, meals and ground
                transportation.

            


    

    


    4.
      SUBLICENSING

    


    4.1
      During any period when the license granted to 1
      Lane
      pursuant
      to Section
      2.1
      shall be
      exclusive, 1
      Lane
      shall
      have the right to sublicense, on a site-by-site basis or geographical basis,
      the
      MBS Process to any third party upon commercially reasonable terms and conditions
      negotiated by, and satisfactory to,
      1 Lane
      in its
      sole discretion. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5.
      REPRESENTATIONS AND WARRANTIES

    


    
      	5.1  	
              Solucorp
                represents and warrants that:

            


    

    


    
      	(a)  	
              It
                is the sole owner of the entire right, title, and interest in and
                to the
                MBS Patents and the MBS Process, that it has the full and unrestricted
                right and power to grant the licenses granted herein and that it
                knows of
                no prior art or other information which would invalidate the MBS
                Patents;

            


    

    


    
      	(b)  	
              The
                execution, delivery and performance of this Agreement has been duly
                authorized by all necessary corporate action on the part of Solucorp
                (no
                consent of its shareholders or any trustee or holder of any debt
                or other
                obligation of Solucorp being required); such execution, delivery
                and
                performance by Solucorp will not violate any indenture, agreement,
                contract, commitment, judgment, decree, order or legal restriction
                binding
                upon it or to which it is a party; and this Agreement has been duly
                executed and delivered by Solucorp and constitutes the legal, valid
                and
                binding obligation of Solucorp;

            


    

    


    
      	(c)  	
              It
                has filed the patent listed in Exhibit
                A
                to
                this Agreement with the governmental authorities specified on such
                Exhibit
                A;

            


    

    
      	 	 


    

    
      	(d)  
	
               Solucorp
                has not licensed the MBS Process to any other party, and except in
                connection with remediation work being performed by or to be performed
                by
                Solucorp in connection with contracted or negotiated remediation
                projects
                involving Solucorp existing on the date hereof, Solucorp has not
                agreed
                that any other person may use the MBS Process; 

            


    

    


    
      	(e)  	
              To
                the best knowledge of Solucorp, the grant to 1
                Lane
                of
                the licenses granted herein does not infringe any rights of any third
                party; and

            


    

    


    
      	(f)  	
              There
                are no claims or actions asserting infringement with respect to the
                MBS
                Patents or the MBS Process pending or, to the best knowledge of Solucorp,
                threatened against Solucorp in the territories mentioned in the
                agreement.

            


    

    


    
      	(g)  	
              Solucorp
                will (a) take all actions necessary to prosecute the patent listed
                in
                Exhibit
                A
                to
                issue and (b) diligently seek patent protection under U.S. and foreign
                laws for the patenting of the MBS

            


    

    


    
      	(h)  	
              If
                Solucorp fails to deliver or manufacture the MBS materials needed
                for the
                MBS process, 1
                Lane
                will be granted with the right for the manufacture of these materials
                as
                long as 1
                Lane
                orders chemicals from Solucorp in a timely manner and meets the accepted
                payment terms. Should 1
                Lane
                manufacture the MBS chemicals, 1
                Lane
                must pay Solucorp a Royalty of 25% of costs in recognition of Solucorp’s
                ownership and development of the MBS patented process and for Solucorp’s
                continued need for know-how relevant to remediation projects. In
                any event
                1
                Lane
                will not sell the MBS patented chemicals or chemical process to any
                third
                party without Solucorp’s written approval. Such an action would be in
                violation of this agreement and of Solucorp’s patent rights. Solucorp will
                have the right to audit all cost records of 1
                Lane on
                a Quarterly basis should 1
                Lane
                manufacture chemicals for the MBS process as may be allowed in this
                paragraph. 

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	(i)  	
              Except
                to the extent prohibited by law, either party may, at its option
                and
                without notice, terminate this Agreement, effective immediately,
                in the
                event the other party hereto (i) admits in writing its inability
                to pay
                its debts (ii) is adjudicated by a court of competent jurisdiction
                as
                being insolvent (iii) has a decree entered against it by a court
                of
                competent jurisdiction appointing a receiver, liquidator, trustee
                or
                assignee in insolvency covering all or substantially all of such
                party’s
                property ( which appointment is not vacated within sixty (60) days
                of the
                entry of the order of appointment) or providing for such liquidation
                of
                such party’s property or business
                affairs.

            


    

    


    
      	(j)  	
              Should
                Solucorp sell, assign or merge with another company, the rights under
                this
                contract shall survive and be transferred to new owners. In the event
                of a
                bankruptcy or other liquidation of Solucorp, 1
                Lane
                will maintain its rights to the MBS process pursuant to this
                agreement.

            


    

    


    
      	5.2  	
              1
                Lane
                represents and warrants that;

            


    

    


    
      	(a)  	
              It
                has the full and unrestricted right to enter into and fully perform
                this
                Agreement;

            


    

    


    
      	(b)  	
              The
                execution and delivery of this Agreement and the performance hereof
                by it
                will not violate and indenture, agreement, contract, commitment,
                judgment,
                decree, order or legal restriction binding upon it or which it is
                a party;
                and 

            


    

    


    
      	(c)  	
              The
                Agreement has been duly authorized, executed and delivered by 1
                Lane
                and constitutes the legal, valid and binding obligation of 1
                Lane.

            


    

    


    
      	(d)  	
              1
                Lane
                also agrees to perform the following
                tasks:

            


    

    


    
      	·  	
               Hire
                (or identify for hiring) a core staff, consultants and key personnel
                experienced in land use, zoning, real estate development and financial
                analysis and management;

            


    

    


    
      	·  	
              Retain
                necessary consultants (environmental, land use,
                etc.);

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	·  	
              Identify,
                when known, with Solucorp, a selection of Brownfield locations that
                show a
                high degree of potential for successful
                development;

            


    

    


    
      	·  	
              Develop,
                with Solucorp, detailed feasibility studies with respect to 2-4 Brownfield
                locations selected for immediate development;
                and

            


    

    


    
      	·  	
              Raise
                capital sufficient to promote the marketing and sales of the MBS
                Brownfield Technology;

            


    

    


    
      	·  	
              Provide
                Solucorp with written quarterly sales, marketing and performance
reports.

            


    

     

    6.
      ASSISTANCE

    Solucorp
      will provide 1
      Lane
      with
      such technical assistance and other materials and information related to the
      MBS
      Process as 1
      Lane,
      in
      faith, deems of significant importance to the promotion and application of
      the
      MBS Process.

    


    7. INFRINGEMENT

    


    
      	 	
              7.1
                

            	
              Solucorp
                agrees to enforce the MBS Patents (after issuance thereof) against
                infringement by third parties upon notification by 1
                Lane
                to
                Solucorp with the request that Solucorp proceed to take such steps
                to end
                such infringement. If Solucorp does not institute an infringement
                suit
                within 90 days after 1
                Lane
                written request that it do so, or if Solucorp institutes such action
                but
                thereafter fails to press such action vigorously, 1
                Lane
                may institutes and prosecute such lawsuit in the name of Solucorp
                and add
                Solucorp to such action as a party plaintiff, and Solucorp hereby
                consents
                thereto.

            


      	 	 	 


      	 	
              7.2

            	
              Any
                action for infringement of the MBS Patents (whether by Solucorp or
                1
                Lane as
                it relates to this contract) shall be prosecuted solely at the cost
                and
                expense of Solucorp. Any sums recovered in any such action shall
                be
                divided proportionately between Solucorp and 1
                Lane
                after deduction of all reasonable expenses and attorney’s fees, on the
                basis of their respective actual damages suffered as a result of
                such
                infringement.

            


      	 	 	 


      	 	
              7.3
                

            	
              Each
                party hereto agrees to inform the other party hereto of the possible
                infringement by a third party of the MBS Patents and to fully cooperate
                with the other party hereto in the prosecution of any action for
                infringement of the MBS Patents.

            


      	 	 	 


      	 	
              7.4

            	
              Without
                1
                Lane
                prior written consent, Solucorp may not agree to any compromise or
                settlement of any third party claim relating to the MBS Process,
                which
                could reasonably be expected to have an adverse effect on the rights
                granted by Solucorp to 1
                Lane
                hereunder. This consent may not be unreasonably
                withheld.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    8. INDEMNITY

     

    
      	 	8.1	
              Solucorp
                agrees to defend, indemnify and hold 1
                Lane
                its members, officers, directors, agents, sublicenses and employees
                harmless from any and all claims, demands, causes of action, costs,
                expenses and losses (including reasonable attorney’s fees and costs)
                resulting from (i) any action brought by a third party claiming that
                the
                exercise by 1
                Lane
                of
                its rights under the license granted to it pursuant to Section
                2
                infringed the rights of such third party or (ii) any representation
                or
                warranty of Solucorp contained in Section
                5.1 being
                false or incorrect or breached in material respect. The provisions
                of this
                Section
                10.1
                shall survive the expiration or termination of this Agreement for
                any
                reason and shall not be affected thereby.

            


      	 	 	 


      	 	
              8.2
                

            	
              1
                Lane
                agrees to defend, indemnify and hold Solucorp, its shareholders,
                officers,
                directors, agents, sublicenses and employees harmless from any and
                all
                claims, demands, causes of action, costs, expenses and losses (including
                reasonable attorneys’ fees and costs) resulting from any representation or
                warranty of 1
                Lane
                contained in Section
                5.2
                being false or incorrect or breached in any material respect. The
                provisions of this Section 10.1 shall survive the expiration or
                termination of this Agreement for any reason and shall not be affected
                thereby.

            


    

    


    9. TERM

    


    
      	 	
              9.1

            	
              The
                term of this Agreement shall be 15 years or, from the date of issuance
                of
                any of the patents listed in Exhibit A attached as granted to Solucorp
                by
                the U.S. Patent Office with respect to the MBS Process, until the
                expiration of the last of such patents, whichever is
                longer.

            


    

    


    10. CONFIDENTIALITY

    


    
      	10.1  
               	
              Each
                party hereto shall maintain as strictly confidential the terms and
                conditions of this Agreement between 1
                Lane and
                Solucorp, and shall not disclose the same to any other person,
                provided, however,
                that (i) any party may disclose any such terms and conditions (a)
                to such
                parties officers, employees, counsel, accountants, auditors and
                representatives who, in any such case, have a need to know such
                information in connection with the performance of their services
                for such
                party; (b) to, or as required by, any governmental body or regulatory
                authority pursuant to such party’s good faith interpretation of any law,
                rule or regulation to which such party may subject, including, without
                limitation, or any other legal proceeding between the parties; and
                (c)
                1
                Lane
                may disclose any such terms and conditions to potential investors
                in
                1
                Lane
                and its investment bankers and advisors on a confidential basis;
                and (ii)
                the obligations of the parties hereunder with respect to confidentiality
                shall not apply to any information that is or becomes publicly known
                or
                available through no fault of the disclosing
                party.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    
      	
            	10.2	
              I
                Lane acknowledges
                that the MBS Patents and the MBS Process constitutes a
                valuable asset and trade secret of Solucorp and further acknowledges
                that
                Solucorp has an exclusive proprietary right and interest in and to
                the MBS
                Patents and the MBS Process and that any information, corrections,
                programs and work product conceived, created or developed alone or
                with
                1
                Lane
                and others relating in any way to the MBS Patents and the MBS Process
                is
                confidential trade secret information and may not be made available
                to nor
                disclosed to any third party without prior consent of Solucorp.Upon
                the
                expiration of the term of this Agreement, 1
                Lane shall
                promptly return to Solucorp all proprietary and confidential information
                in this possession relating to the MBS Patents and the MBS Process
                delivered or disclosed to 1
                Lane
                during the performance of this
                Agreement.

            


    

    


    11. NOTICES

    


    
      	
            	11.1	
              Notices
                and other communications given hereunder shall be in writing and
                shall
                be deemed to have been adequately given and delivered when received
                by the
                party to which such notice is being given after the same shall have
                been
                deposited in the mail, registered or certified, with postage prepaid,
                or
                deposited with any telegraphic or cable agency, with charges prepaid
                for
                immediate transmission, or delivered by express courier, or transmitted
                by
                facsimile and receipt of such transmission appropriately confirmed,
                and
                addressed as follows:

            


    

    
 

    
      
        	
                If
                  to Solucorp to:

              	
                Solucorp
                  Industries, Ltd.

              
	 	
                250
                  West Nyack Road

              
	 	
                West
                  Nyack, New York 10994

              
	 	
                Attn:
                  Mr. James Ryan

              
	 	 
	 	 
	 	
                1
                  Lane Technologies Corp.

              
	
                If
                  to 1 Lane, to:

              	
                Zalman
                  Shazar St. Hod Hasharon, Isreal

              
	
              	
                Attn:
                  Aviram Malik

              


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Or
      to
      such other address as the party to receive such notice may from time to time
      designate in writing to the other party.

     

    12. MISCELLANEOUS

    


    


    
      	12.1   	
               This
                Agreement shall inure to the benefit of and shall be binding upon
                Each
                of the party’s hereto and there respective successors and assigns. Neither
                party hereto may assign this Agreement or its rights hereunder to
                any
                other party without the prior written consent of the other party
                hereto.

            


    

    
      	 	 


    

    
      	12.2  	
              THIS
                AGREEMENT SHALL BE GOVERNED BY AND CONSTRUES IN ACCORDANCE WITH THE
                LAWS
                OF THE STATE OF NEW YORK. ANY CASE, CONTROVERSY, SUIT, ACTION OR
                PROCEEDING ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS
                AGREEMENT SHALL BE BROUGHT IN ANY FEDERAL OR STATE COURT LOCATED
                IN THE
                COUNTRY AND STATE OF NEW YORK AND EACH OF GLOBAL AND SOLUCORP IRREVOCABLY
                SUBMITS TO THE JURISDICTION OF ANY SUCH COURT INANY SUCH SUIT, ACTION
                OR
                PROCEEDING.

            


    

    


    
      	12.3  	
              This
                Agreement embodies the entire agreement and understanding between
                1
                Lane and
                Solucorp relating to the subject matter hereof and supersedes all
                prior
                agreements and understandings relating to the subject matter
                hereof.

            


    

    


    
      	12.4  	
              This
                Agreement may be executed in any number of counterparts, each of
                which
                shall be an original, but all of which together shall constitute
                one
                Instrument.

            


    

    
      	 	 


    

    
      	12.5  
              	
              The
                division of this Agreement into Sections and the insertion of headings
                are
                for convenience of reference only and shall not affect the construction
                or
                interpretation of this
                Agreement.

            


    

     

    
      	12.6  	
              This
                Agreement shall not in any manner be amended, supplemented or modified
                except by a written instrument executed on behalf of the parties
                hereto
                by their duly authorized
                representatives.

            


    

    


    
      	12.7  	
              Any
                provision of this Agreement that is prohibited or unenforceable in
                any
                jurisdiction
                shall, as to such jurisdiction, ineffective to the extent of such
                prohibition
                or unenforceability in any jurisdiction shall (to the full extent
                permitted by law) not invalidate or render unenforceable such provision
                in
                any other jurisdiction.

            


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	12.8  	
              Each
                covenant contained herein shall be construed (absent express provision
                to the contrary) as being independent of each other covenant herein,
                so that compliance with any one covenant shall not (absent such an
                express
                contrary provision) be deemed to excuse compliance with any other
                covenant. Where any provision herein refers to action to betaken
                by any
                person, or which such person is prohibited from taking, such provision
                shall be applicable whether such action is taken directly by such
                person.

            


    

    


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed by their duly
      authorized representatives.

     

    
      	 	
              SOLUCORP
                INDUSTRIES LTD.

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/ James Ryan

              Name:
                James Ryan

              Title:  
                President/Director

            
	 	 
	 	
              1
                Lane Technologies Corp.

            
	 	 
	 	 
	 	 
	 	
              By:
                /s/ Aviram Malik

              Name:
                Aviram Malik

              Title:  
                President

            


    

    
 

    
      
        
        

      

      
        10