EXCLUSIVE
      LICENSE AGREEMENT

    


    


    THIS
      EXCLUSIVE LICENSE AGREEMENT (the “Agreement”)
      is
      made this 6th day of February 2007, by and between Lumonall Canada Inc., a
      Canadian corporation (the “Licensor”),
      with
      its principal place of business at _________________________________, and
      Midland International Corporation (the “Licensee”)
      with
      its principal place of business at 12650
      Jane Street, King City, Ontario, Canada L7B 1A3, who hereby agree as
      follows:

    


    RECITALS:

    


    A. Licensor
      is the assignee of certain intellectual property rights (“Intellectual
      Property Rights”)
      for
      the pigments and production of the foil used in the manufacturing of photo
      luminous material (“PLM”)
      (the
“Licensed
      Materials”),
      including the exclusive rights to use the Intellectual Property Rights in the
      United States, to manufacture goods utilizing the Licensed Materials in North
      America, as well as to distribute all goods derived from the Licensed Materials
      in Canada to all non-governmental entities (the “Licensed
      Territory”).

    


    B. Licensee
      wishes to acquire from Licensor a perpetual exclusive license to Licensor’s
      Intellectual Property Rights to the Licensed Materials in the Licensed Territory
      and Licensor wishes to assign the same to Licensee pursuant to the terms and
      conditions contained herein.

    


    NOW,
      THEREFORE, in exchange for good and valuable consideration, the sufficiency
      of
      which is acknowledged, the parties agree as follows:

    


    


    ARTICLE
      I

    Exclusive
      License Grant

    


    1.1 License
      Grant.
      Subject
      to the terms and conditions of this Agreement, Licensor hereby grants to
      Licensee, and Licensee hereby accepts an irrevocable, perpetual license to
      the
      Licensed Materials for use in the Licensed Territory (the “License”),
      to
      use the Licensed Materials in the United States to manufacture goods utilizing
      the Licensed Materials in North America, as well as to distribute all goods
      derived from the Licensed Materials in Canada to all non-governmental entities
      in the Licensed Territory, including but not limited to sublicensing,
      development, manufacturing, distribution, marketing, customizing, modifying,
      and
      adding to the Licensed Materials, creation of documentation for the Licensed
      Materials, and any and all additional commercialization of the Licensed
      Materials (the “Permitted
      Purposes”).

    


    As
      used
      in this Agreement, the term “Intellectual
      Property Rights”
shall
      mean any and all rights to use the Licensed Materials existing from time to
      time
      in any jurisdiction under patent law, copyright law, moral rights law, trade
      secret law, trademark law, unfair competition law or other similar rights unless
      mutually agreed upon.

     

    
      
         

      

      
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    1.2 No
      Other Rights Granted.
      Apart
      from the rights afforded Licensee under this Agreement (the “License
      Rights”)
      enumerated in this Agreement, the License does not include a grant to Licensee
      of any right to engage in any other activity, nor grant any ownership right,
      title or interest, or any security interest or other interest in any
      Intellectual Property Rights relating to the Licensed Materials.

    


    1.3 Licensed
      Materials as Confidential Information.
      The
      Licensed Materials shall be deemed Confidential Information and use in
      disclosure is subject to the provisions of Article IX.

    


    1.4 Authorized
      Licensee Delegates.
      Licensee may delegate the exercise of License Rights under this Agreement to
      one
      or more persons (the “Authorized
      Licensee Delegates”)
      in the
      Licensed Territory without prior written notice to Licensor. 

    


    
      	 	
              1.4.1

            	
              The
                Licensed Rights exercisable by any Authorized Licensee Delegate shall
                be
                solely for the benefit of Licensee and shall be in strict accordance
                with
                the applicable provisions of this
                Agreement.

            


    

    


    
      	 	
              1.4.2

            	
              Prior
                to any exercise of License Rights, each Authorized Licensee Delegate
                that
                is not a wholly owned subsidiary of Licensee or of which Licensee
                is not a
                wholly owned subsidiary shall agree in writing and be bound by this
                Agreement to the same extent that the Authorized Licensee Delegate
                would
                be bound if it were an employee of
                Licensee.

            


    

    


    
      	 	
              1.4.3

            	
              Licensee
                shall be responsible to Licensor for performance of all the obligations
                under this Agreement assumed by any Authorized Licensee
                Delegate.

            


    

    


    1.5 Modifications
      of and Additions to Licensed Materials.
      The
      parties acknowledge that Licensee may amend, modify, supplement, and add to
      the
      Licensed Materials (such new materials are referred to as the “Licensee
      Additions”).
      All
      Licensee Additions shall be and remain the sole property of the Licensee.
      Licensee grants to Licensor a non-exclusive license (the “Additional
      License”)
      to use
      the Licensee Additions, provided, however, that Licensor may not use the
      Licensee Additions for any of the Permitted Purposes granted to Licensee herein,
      or otherwise compete with Licensee. 

    


    


    ARTICLE
      II

    Term
      and Termination of License

    


    2.1 Term
      of License.
      The
      License shall be in effect for a perpetual license term, unless sooner
      terminated in accordance with this Article II.

    


    2.2 Mutual
      Termination of License.
      The
      parties may terminate the License or any License Rights by mutual consent upon
      such terms as they may agree in writing.

     

    
      
         

      

      
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    2.3 Termination
      for Breach.
      This
      Agreement may be terminated upon the material breach of its terms and
      representations. For purposes of this Agreement, the term “material breach”
shall mean any violation by a party of a covenant or warranty or a
      misrepresentation made under this Agreement which is shown to affect adversely
      (a) the rights and benefits of the other party under this Agreement; or (b)
      the
      ability of the other party to perform its obligations under this Agreement
      to
      such a degree that a reasonable person in the management of his or her own
      affairs would be more likely than not to decline to enter into this Agreement
      in
      view of the breach. In the event of any such breach:

    


    
      	 	
              2.3.1

            	
              The
                party not in breach (the “Non-Breaching
                Party”)
                shall give the party in breach (the “Breaching
                Party”)
                notice describing the breach.

            


    

    


    
      	 	
              2.3.2

            	
              The
                Breaching Party shall have thirty (30) days from such notice to cure
                such
                breach or, if such breach cannot reasonably be cured within such
                30-day
                period, to commence actions reasonably adequate to alleviate any
                damage to
                the Non-Breaching Party resulting from the breach and to prevent
                a similar
                future breach.

            


    

    


    2.4 Other
      Terminations.
      The
      License shall terminate automatically to the extent permitted by applicable
      law
      in pertinent jurisdictions in any of the following events:

    


    
      	 	
              2.4.1

            	
              If
                Licensee becomes insolvent or admits a general inability to pay its
                debts
                as they become due, then the License shall immediately terminate
                without
                notice.

            


    

    


    
      	 	
              2.4.2

            	
              If
                Licensor becomes insolvent or admits a general inability to pay its
                debts
                as they become due, then the Licensed Materials shall immediately
                become
                the property of Licensee with full rights to perfect any and all
                rights to
                the Licensed Materials under the laws of the United States and any
                other
                jurisdiction in the Licensed
                Territory.

            


    

    


    
      	 	
              2.4.3

            	
              Either
                party may terminate the License immediately upon the discovery of
                any
                material false statement or misrepresentation contained in this
                Agreement.

            


    

    


    


    ARTICLE
      III

    Consideration
      for License

    


    3.1 Consideration
      for License Fee.
      In
      consideration for the granting of the exclusive License herein, Licensee hereby
      grants to Licensor the following:

    


    
      	 	
              3.1.1

            	
              A
                sign royalty of $2.00 (CN) per sign manufactured and sold by Licensee
                utilizing the Licensed Materials, not to exceed an aggregate of $1,000,000
                (CN); and

            


    

     

    
      
         

      

      
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              3.1.2

            	
              A
                non-sign royalty equal to 1% of all net sales of all non-sign photo
                luminous products manufactured and sold by Licensee utilizing the
                Licensed
                Materials. For purposes herein, the term “net sales” id hereby defined as
                gross revenues, minus returns and early paid discounts, but shall
                not
                include cost of sales or Licensee’s operating expenses or general and
                administrative expense; and

            


    

    


    
      	 	
              3.1.3

            	
              An
                additional royalty not to exceed $500,000 (CN) from future profits
                derived
                by Licensee, payable as 15% of earnings before interest, taxes,
                depreciation and amortization (“EBITDA”) and payable quarterly in arrears.
                As part of Licensee’s obligation herein, Licensee agrees to issue to
                Licensor a $100,000 (CN) promissory note in the form attached hereto
                as
                Exhibit “A”, which note shall be unsecured, non-interest bearing and
                repayable in four installment payments of $25,000 per payment, due
                on or
                before May 31, 2007, August 31, 2007, November 30, 2007 and February
                28,
                2008.

            


    

    


    


    ARTICLE
      IV

    Representations

    


    4.1 Representations
      of Licensor.
      Licensor
      hereby represents and warrants to Licensee as follows:

    


    
      	 	
              4.1.1

            	
              Licensor
                has full corporate power and authority to: (i) execute, deliver and
                perform this Agreement, and (ii) carry out Licensor's obligations
                hereunder and to consummate the transactions contemplated hereby.
                The
                execution and delivery of this Agreement and the consummation by
                Licensor
                of the transactions contemplated hereby have been duly and validly
                authorized by all necessary corporate action on the part of Licensor
                (including the approval by its Board of Directors), and no other
                corporate
                proceedings on the part of Licensor are necessary to authorize this
                Agreement or to consummate the transactions contemplated hereby.
                This
                Agreement has been duly and validly executed and delivered by Licensor
                and
                constitutes the legal and binding obligation of Licensor, enforceable
                against Licensor in accordance with its terms, except as may be limited
                by
                bankruptcy, insolvency, reorganization or other similar laws affecting
                the
                enforcement of creditors' rights generally and by general principles
                of
                equity and public policy.

            


    

    


    
      	 	
              4.1.2

            	
              To
                the best of Licensor's information, knowledge and belief, the execution
                and delivery of this Agreement will
                not:

            


    

    


    (a) violate
      any of the terms and provisions of the Articles of Incorporation or bylaws
      of
      the Licensor, or any order, decree, statute, bylaw, regulation, covenant, or
      restriction applicable to the Licensor or the Licensed Materials;

     

    
      
         

      

      
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    (b) result
      in
      any fees, duties, taxes, assessments or other amounts relating to any of the
      Licensed Materials becoming due or payable.

    


    
      	 	
              4.1.3

            	
              The
                Licensor owns and possesses and has a good and marketable title to
                the
                Licensed Materials, free and clear of all mortgages, liens, charges,
                pledges, security interests, encumbrances or other claims whatsoever,
                whether secured or unsecured and whether arising by reason of statute
                or
                otherwise howsoever.

            


    

    


    
      	 	
              4.1.4

            	
              There
                is no litigation or administrative or governmental proceeding or
                inquiry
                pending, or to the knowledge of the Licensor, threatened against
                or
                relating to the Licensor, the Licensor's Business, or any of the
                Licensed
                Materials, nor does the Licensor know of or have reasonable grounds
                for
                believing that there is any basis for any such action, proceeding
                or
                inquiry.

            


    

    


    
      	 	
              4.1.5

            	
              None
                of the representations, warranties or covenants of the Licensor herein
                contain any untrue statement of a material fact or omit to state
                a
                material fact necessary to make the statements contained therein
                not
                misleading and all of the representations and warranties of the Licensor
                shall be true as at and as if made at the time of
                closing.

            


    

    


    4.2 Representations
      of Licensee.
      Licensee
      hereby represents and warrants to Licensee as follows:

    


    
      	 	
              4.2.1

            	
              Licensee
                is a corporation duly incorporated, validly existing and in good
                standing
                under the laws of the State of Nevada and has the requisite corporate
                power and authority to own, lease and operate its assets and properties
                and to carry on its business as it is now being or currently planned
                by
                Licensee to be conducted. Licensee is in possession of all approvals
                necessary to own, lease and operate the properties it purports to
                own,
                operate or lease and to carry on its business as it is now being
                or
                currently planned by Licensee to be conducted, except where the failure
                to
                have such approvals could not, individually or in the aggregate,
                reasonably be expected to have a material adverse effect on Licensee.
                

            


    

    


    
      	 	
              4.2.2

            	
              Licensee
                has full corporate power and authority to: (i) execute, deliver and
                perform this Agreement, and (ii) carry out Licensee's obligations
                hereunder and to consummate the transactions contemplated hereby.
                The
                execution and delivery of this Agreement and the consummation by
                Licensee
                of the transactions contemplated hereby have been duly and validly
                authorized by all necessary corporate action on the part of Licensee
                (including the approval by its Board of Directors), and no other
                corporate
                proceedings on the part of Licensee are necessary to authorize this
                Agreement or to consummate the transactions contemplated hereby.
                This
                Agreement has been duly and validly executed and delivered by Licensee
                and
                constitutes the legal and binding obligation of Licensee, enforceable
                against Licensee in accordance with its terms, except as may be limited
                by
                bankruptcy, insolvency, reorganization or other similar laws affecting
                the
                enforcement of creditors' rights generally and by general principles
                of
                equity and public policy.

            


    

     

    
      
         

      

      
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    ARTICLE
      V

    Sublicensing
      and Service Agreements by Licensee

    


    5.1 License
      and Service Agreements.
      Licensee shall enter into only such forms of license and service agreements
      which adequately protect the Intellectual Property Rights connected with the
      Licensed Materials and which provide the same equivalent protection for such
      rights as is provided for Licensee’s similar Intellectual Property Rights in its
      own proprietary information.

    


    5.2 Terms
      of Sublicense and Service Agreements.
      Any
      form of sublicense or service agreement used by Licensee for transactions that
      involve the Licensed Materials:

    


    
      	 	
              5.2.1

            	
              With
                United States government departments or agencies shall include a
                restricted-rights clause conforming to the Federal Acquisition Regulations
                then in effect that protects the intellectual rights and ownership
                of the
                Licensed Materials.

            


    

    


    
      	 	
              5.2.2

            	
              Shall
                include an exclusion of incidental, consequential, special, punitive,
                or
                exemplary damage remedies against Licensee and
                Licensor.

            


    

    


    
      	 	
              5.2.3

            	
              Shall
                contain appropriate confidentiality agreements in a similar form
                as
                Licensee uses to protect its own proprietary
                information.

            


    

    


    


    ARTICLE
      VI

    Warranties
      of Licensor

    


    Licensor
      warrants and represents to Licensee that:

    


    6.1 Infringement.
      To the
      best of its knowledge, Licensor’s grant of the License and the use of the
      Licensed Materials by Licensee pursuant to this Agreement will not infringe
      any
      valid and subsisting Intellectual Property Right of any person other than
      Licensee or an affiliate of Licensee. No other person is using or has access
      to
      the Licensed Materials for the Permitted Purposes.

    


    6.2 Accuracy
      of Information.
      To the
      best of Licensor’s knowledge, all information contained in the Licensed
      Materials is accurate and not misleading. Licensor further warrants that, upon
      learning of any inaccuracy in or in completeness of any Licensed Material,
      Licensor promptly will notify Licensee of such matter and take all actions
      necessary to make the Licensed Materials complete and accurate or pay the
      actual, reasonable costs incurred by Licensee in correcting any such Licensed
      Materials.

     

    
      
         

      

      
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    6.3 Disclaimer
      of All Other Warranties and Representations.
      The
      express warranties and representation set forth in this Article VI are in lieu
      of, and LICENSOR DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR
      REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE
      IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY,
      OR
      FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT LICENSOR KNOWS, HAS
      REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH
      PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN
      THE
      TRADE, OR BY COURSE OF DEALING. IN ADDITION, LICENSOR EXPRESSLY DISCLAIMS ANY
      WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN LICENSEE WITH RESPECT TO
      THE
      LICENSED SOFTWARE OF ANY PART THEREOF.

    


    


    ARTICLE
      VII

    Licensor’s
      Infringement-Defense Obligation

    


    7.1 Covenant
      to Defend.
      As a
      covenant separate from its non-infringement representation, Licensor, at its
      own
      expense, shall defend claims against Licensee by third parties that any use
      of
      the Licensed Materials, consistent with this Agreement, constitutes an
      infringement of an Intellectual Property Right under any applicable law.


    


    7.2 Conditions
      for Licensor Defense.
      To be
      entitled to a defense by Licensor against any such third-party infringement
      claim:

    


    
      	 	
              7.2.1

            	
              Licensee
                shall advise Licensor of the existence of the claim by the most
                expeditious reasonable means immediately upon learning of the assertion
                of
                the claim against Licensee (whether or not litigation or any other
                proceeding has been filed or served);
                and

            


    

    


    
      	 	
              7.2.2

            	
              Licensee
                shall permit Licensor to have the sole right to control the defense
                and/or
                settlement of all such claims, so long as no such settlement adversely
                affects Licensee’s ability to exercise the License
                Rights.

            


    

    


    7.3 Actions
      Upon Injunctive Relief.
      In the
      event a preliminary injunction or other injunctive relief is entered that
      materially enjoins Licensee from exercising the License, Licensee may suspend
      payment of all monies owing to Licensor until such time, if any, as the
      preliminary injunction is vacated or stayed. For so long as such injunction
      is
      in effect, the consideration described in Section 3.1 above shall be abated.
      

    


    7.4 Actions
      Upon Successful Assertion of Infringement Claim.
      If a
      third-party infringement claim is sustained in a final judgment from which
      no
      further appeal is taken or possible, and Licensor is not able to procure, at
      its
      sole cost, for Licensee the right to continue to use the Licensed Materials
      pursuant to this Agreement, this Agreement shall terminate.

     

    
      
         

      

      
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    ARTICLE
      VIII

    Indemnity
      and Defense Obligations

    


    8.1 Mutual
      Indemnity.
      Each
      party (the “Defending
      Party”)
      shall
      defend, hold harmless the other party (the “Protected
      Party”)
      against any and all claims, losses, liabilities, costs and damages
      (collectively, the “Claims”)
      arising from or relating to any material inaccuracy in any representation,
      and
      any material breach of any warranty or covenant under this
      Agreement.

    


    8.2 Defense
      Procedure.
      Each
      Protected Party seeking to be defended against a claim under this Agreement
      shall notify the Defending Party within sixty (60) days of the assertion of
      any
      Claim(s) or discovery of any fact upon which the Protected Party intends to
      base
      a claim for defense and /or indemnification under this Agreement. The Protected
      Party’s failure to so notify a Defending Party shall relieve the Defending Party
      from any liability under this Agreement to the Protected Party with respect
      to
      defense or indemnity with respect to such Claim(s).

    


    8.3 Participation
      in and Control of Defense.
      If a
      Defending Party defends a Protected Party in a lawsuit, arbitration,
      negotiation, or other proceeding (“dispute”) concerning a Claim pursuant to this
      Agreement, the Protected Party shall have the right to engage separate counsel,
      at the Protected Party’s expense, to monitor and advise the Protected Party
      about the status and progress of the defense.

    


    
      	 	
              8.3.1

            	
              With
                respect to any issue involved in such dispute as to which the Defending
                Party has acknowledged the obligation to indemnify the Protected
                Party,
                the Defending Party shall have the sole right to control the defense
                of
                (and/or settle or otherwise dispose of) the dispute on such terms
                as the
                Defending Party in its judgment deems
                appropriate

            


    

    


    
      	 	
              8.3.2

            	
              To
                be entitled to sole control of the defense, upon request by the Protected
                Party, the Defending Party shall demonstrate to the reasonable
                satisfaction of the Protected Party the Defending Party’s financial
                ability to carry out its defense obligations (and its indemnity
                obligations if any).

            


    

    


    8.4 Offset
      of Indemnity Amounts.
      In any
      event requiring indemnity of one party by another hereunder, the indemnitee
      may
      offset, against any payments subsequently due to the indemnitor from the
      indemnitee, any amount remaining unpaid under this indemnitee unless otherwise
      provided in this Agreement.

    


    8.5 No
      Defense or Indemnity for Own Negligence or Misconduct.
      Except
      as may be expressly provided otherwise in this Agreement, no party shall be
      required to defend or indemnify any other party with respect to Claims finally
      adjudged to have been caused by the putative indemnitor’s own negligence, gross
      negligence, or willful misconduct (i.e., misconduct in bad faith). Reasonable
      expenses incurred by a Protected Party who is or is threatened to be made a
      named defendant or respondent in a dispute may be paid or reimbursed by the
      Defending Party, in advance of the final disposition of the proceeding, after
      the Defending Party receives a written undertaking by or on behalf of the
      Protected Party to repay the amount paid or reimbursed, if and to the extent
      it
      is ultimately determined that the Protected Party was negligent or grossly
      negligent or had engaged in willful misconduct.

     

    
      
         

      

      
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    ARTICLE
      IX

    Confidential
      Information

    


    9.1 Definition.
      As used
      herein, the term “Confidential
      Information”
means
      the Licensed Materials and any other information that is proprietary to a party
      or has been acquired or is being used by such party pursuant to a
      confidentiality agreement with a third party and which is not generally known
      in
      the relevant industry or industry segment and affords possessors of the
      information a commercial or business advantage over others who do not have
      such
      information.

    


    9.2 Illustrative
      Types of Confidential Information.
      The
      term “Confidential
      Information”
may
      include, but is not limited to, customer information, accounting data,
      statistical data, research projects, development and marketing plans, customer
      lists, and insurance payor data.

    


    9.3 Exclusions
      from Confidential Information Status.
      The
      term “Confidential
      Information”
does
      not include any information that, through no fault of the receiving party,
      is or
      becomes:

    


    
      	 	
              9.3.1

            	
              Substantially
                described in an English language printed
                publication;

            


    

    


    
      	 	
              9.3.2

            	
              Developed
                by or on behalf of the receiving party;
                or

            


    

    


    
      	 	
              9.3.3

            	
              Disclosed
                to the receiving party by a third party not having an obligation
                of
                confidence to the owner of such
                Information.

            


    

    


    9.4 Security
      Conditions.
      Confidential Information shall be maintained under secure conditions by a
      receiving party using at least the same security procedures used by such
      receiving party for the protection of its own Confidential Information.


    


    9.5 Non-Use
      Obligation.
      The
      receiving party shall not use any Confidential Information, except for the
      benefit of such Information, without the express prior written consent of an
      authorized officer of the owner of such Information during the term of this
      Agreement and for three years thereafter and shall not disclose any such
      information without such consent except as permitted by this Agreement or
      except:

    


    
      	 	
              9.5.1

            	
              To
                those of the receiving party’s employees and the performance of such
                receiving party’s obligations under this
                Agreement;

            


    

     

    
      
         

      

      
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              9.5.2

            	
              To
                third parties who execute confidentiality agreement acknowledging
                the
                obligations of confidentiality under this
                Agreement;

            


    

    


    
      	 	
              9.5.3

            	
              To
                those Authorized Licensee Delegates who have executed an appropriate
                form
                of binding non-disclosure agreement or are otherwise obligated to
                preserve
                the receiving party’s confidences;
                or

            


    

    


    
      	 	
              9.5.4

            	
              Upon
                the order of a court or other tribunal of competent jurisdiction
                to
                disclose such Confidential Information, upon notice to the owner
                of such
                Information.

            


    

    


    9.6 Third-Party
      Misappropriation.
      A
      receiving party of Confidential Information shall immediately report to the
      owner of such Information any attempt by any person of which the receiving
      party
      has knowledge to use or disclose Confidential Information without authorization
      from its owner.

    


    9.7  Post-Termination
      Procedures.
      Upon
      any termination of the receiving party’s right to possess and/or use
      Confidential Information, the receiving party shall turn over to the owner
      of
      the Confidential Information (or, if agreed by such owner, destroy) any disks,
      tapes, documentation, notes, memorandum, documents, or any other tangible
      embodiments of any such Information.

    


    


    ARTICLE
      X

    Arbitration

    


    10.1 All
      disputes arising out of or relating to the subject matter of this Agreement
      shall be arbitrated in accordance with the Commercial Arbitration Rules of
      the
      American Arbitration Association by a single arbitrator chosen by each party
      and
      a single arbitrator agreed to by both parties. If no such agreement of the
      jointly chosen arbitrator is obtained, then an arbitrator will be appointed
      by
      the American Arbitration Association. Each party to such arbitration shall
      have
      the disclosure responsibilities mandated by Rule 26(a) of the Federal Rules
      of
      Civil Procedure. Discovery shall be governed by Rules 26 through 36 of the
      Federal Rules of Civil Procedure, except as to any limitations on scope or
      amount agreed to by the parties or imposed in his sole discretion by the
      arbitrator. Actions for injunctive relief or any violation of the
      confidentiality prohibitions of Article IX may be sought in a court of competent
      jurisdiction without initial reference to arbitration pursuant to this Article.
      The arbitrator shall have the power to include punitive damages or incidental
      or
      consequential damages in the arbitration award and the arbitrator shall have
      the
      power to award attorneys’ fees to the prevailing party. Judgment on the
      arbitration award in accordance with this Agreement may be entered in any state
      or federal court of competent jurisdiction.

    


    
      
         

      

      
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    ARTICLE
      XI

    General
      Provisions

    


    11.1 Entire
      Agreement.
      Except
      as may be expressly provided otherwise herein, this Agreement constitutes the
      entire agreement between the parties concerning the subject matter thereof.
      No
      prior or contemporaneous representations, inducements, promises, or agreements,
      oral or otherwise, between the parties with reference thereto shall be of any
      force or effect. No modification or amendment to this Agreement shall be valid
      or binding unless reduced to writing and duly executed by the party or parties
      to be bound thereby.

    


    11.2 Authority
      and Other General Warranties.
      Each
      party warrants to the other that:

    


    
      	 	
              11.2.1

            	
              The
                execution and/or performance of this Agreement does not and will
                not
                violate or interfere with any other agreement of it, which violation
                or
                interference would have a material adverse effect on
                it;

            


    

    


    
      	 	
              11.2.2

            	
              It
                will not enter into any agreement the execution and/or performance
                of
                which would violate or interfere with this Agreement and have a material
                adverse effect on the other party;

            


    

    


    
      	 	
              11.2.3

            	
              It
                is not presently the subject of, nor the proponent of, any claim
                that
                would have a material adverse effect on the other
                party.

            


    

    


    11.3 Survival
      of Representations and Warranties.
      The
      representations and warranties made herein shall survive the execution of this
      Agreement and the termination of the License except as may be expressly
      indicated otherwise.

    


    11.4 Independent
      Parties.
      The
      parties are independent contractors. Except as may be expressly and
      unambiguously provided in this Agreement, no partnership or joint venture is
      intended to be created by this Agreement, nor any principal-agent or
      employer-employee relationship.

    


    
      	 	
              11.4.1

            	
              Except
                to the extent expressly provided in this Agreement neither party
                has, and
                neither party shall, attempt to assert, the authority to make commitments
                for or to bind the other party to any
                obligation.

            


    

    


    
      	 	
              11.4.2

            	
              Although
                this Agreement contains covenants with respect to Confidential
                Information, the parties disclaim any other intent to create a
                confidential or fiduciary relationship between
                them.

            


    

    


    11.5 Injunctive
      Relief.
      Each
      party acknowledges that any violation by that party of its covenants in this
      Agreement relating to Intellectual Property Rights would result in damage to
      the
      other party that is largely intangible but nonetheless real, and that is
      incapable of complete remedy by an award of damages. Accordingly, any such
      violation shall give the other party the right to a court-ordered injunction
      or
      other appropriate order to specifically enforce those covenants.

     

    
      
         

      

      
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    11.6 Survival
      of Restrictive Covenants.
      The
      covenants herein concerning Intellectual Property Rights shall be construed
      as
      independent of any other provision hereof. The existence of any claim or cause
      of action by a party, whether predicated on this Agreement or otherwise, shall
      not constitute a defense to enforcement by the other party of such
      covenants.

    


    11.7 Effect
      of Partial Invalidity.
      If any
      one or more of the provisions of this Agreement should be ruled wholly or partly
      invalid or unenforceable by a court or other government body of competent
      jurisdiction, then:

    


    
      	 	
              11.7.1

            	
              The
                validity and enforceability of all provisions of this Agreement not
                ruled
                to be invalid or unenforceable shall be
                unaffected;

            


    

    


    
      	 	
              11.7.2

            	
              The
                provision(s) held wholly or partly invalid or unenforceable shall
                be
                deemed amended, and the court or other government body is authorized
                to
                reform the provision(s), to the minimum extent necessary to render
                them
                valid and enforceable in conformity with the parties’ intent as manifested
                herein; and

            


    

    


    
      	 	
              11.7.3

            	
              If
                the ruling, and/or the controlling principle of law or equity leading
                to
                the ruling, is subsequently overruled, modified, or amended by
                legislative, judicial, or administrative action, then the provision(s)
                in
                question as originally set forth in this Agreement shall be deemed
                valid
                and enforceable to the maximum extent permitted by the new controlling
                principle of law or equity.

            


    

    


    11.8 Assignment.
      No
      party may assign any right under this Agreement, and any purported assignment
      shall be null and void and a breach of this Agreement, except for the following
      or as otherwise provided herein:

    


    
      	 	
              11.8.1

            	
              Either
                party may assign this Agreement with the express prior written consent
                of
                the other party.

            


    

    


    
      	 	
              11.8.2

            	
              Any
                party may assign all of its rights indivisibly to an entity in which
                a
                party owns more than 50% of the voting interests or which owns more
                than
                50% of the voting interests of a party, and which agrees in writing
                to
                comply with the party’s obligations under, and to be bound by, this
                Agreement.

            


    

    


    
      	 	
              11.8.3

            	
              Either
                party may assign all of its rights indivisibly (but not divisibly)
                in
                connection with a sale or other disposition of substantially all
                the
                assets of that party’s business relating to the Licensed Materials to a
                single acquiring entity. The acquiring entity must agree in writing
                to
                comply with the assigning party’s obligations under, and to be bound by,
                this Agreement.

            


    

     

    
      
         

      

      
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    11.9 Notices.
      Any
      notices provided or required under the terms of this Agreement shall be
      effective immediately when provided by verified facsimile transmission or
      personal delivery one business day after being deposited with a nationally
      recognized overnight courier, or five days after being sent by first class
      mail,
      and addressed as follows:

    


     

    If
      to
      LICENSOR:

    


    Lumonall
      Canada Inc.

    _________________________

    


    _________________________

    


    With
      a
      copy to:

    


    If
      to
      LICENSEE:

    


    Midland
      International Corp. 

    12650
      Jane Street

    King
      City, Ontario, Canada L7B 1A3

    


    With
      a
      copy to:

    


    Andrew
      I.
      Telsey, Esq.

    Andrew
      I.
      Telsey, P.C.

    12835
      E.
      Arapahoe Road

    Tower
      1
      Penthouse #803

    Englewood,
      CO 80112

    


    11.10 Remedies.
      Except
      as otherwise provided herein or in this Agreement, the remedies set forth herein
      or in this Agreement are not exclusive, and either party shall be entitled
      alternatively or cumulatively to damages for breach of this Agreement or to
      any
      other remedy available under applicable law.

    


    11.11 Choice
      of Law.
      This
      Agreement shall be interpreted and enforced in accordance with the law of the
      Province of Ontario, Canada applicable to agreements made and performed entirely
      in the Province of Ontario, Canada by persons domiciled therein.

    


    11.12 Attorney’s
      Fees.
      If
      litigation or other action is commenced between the parties concerning any
      dispute arising out of or relating to this Agreement, the prevailing party
      shall
      be entitled, in addition to any other award that may be made, to recover all
      court costs or other official costs and all reasonable expenses associated
      with
      the action, including without limitation reasonable attorney’s fees and
      expenses.

     

    
      
         

      

      
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    11.13 No
      Waiver.
      The
      failure of either party at any time to require performance by the other party
      of
      any provision of this Agreement shall in no way affect the right of such party
      to require performance of that provision. Any waiver by either party of any
      breach of any provision of this Agreement shall not be construed as a waiver
      of
      any continuing or succeeding breach of such provision, a waiver of the provision
      itself or a waiver of any right under this Agreement.

    


    11.14 Binding
      on Successors.
      This
      Agreement shall be binding upon and inure to the benefit of the Parties and
      their successors and assigns permitted by this Agreement.

    


    11.15 Article
      Headings.
      The
      article headings contained in this Agreement are for reference purposes only
      and
      shall not in any way control the meaning or interpretation of this
      Agreement.

    


    11.16 Representation
      of Counsel; Mutual Negotiation.
      Each
      party has been and had the opportunity to be represented by counsel of its
      choice in negotiating this Agreement. This Agreement shall therefore be deemed
      to have been negotiated and prepared at the joint request, direction, and
      construction of the parties, at arms length, with the advice and participation
      of counsel, and shall be interpreted in accordance with its terms without favor
      to any party.

    


    11.17 Counterparts;
      Facsimile Execution.
      This
      Agreement may be executed in separate counterparts, each of which so executed
      and delivered shall constitute an original, but all such counterparts shall
      together constitute one and the same instrument. Each person signing below
      represent that (s)he has read this Agreement in its entirety, understands its
      terms, and on behalf of the party indicated below by his or her name agrees
      that
      such party shall be bound by those terms. For purposes of this Agreement, a
      document (or signature page thereto) signed and transmitted by facsimile machine
      or telecopier is to be treated as an original document. The signature of any
      party thereon, for purposes hereof, is to be considered as an original
      signature, and the document transmitted is to be considered to have the same
      binding effect as an original signature on an original document. At the request
      of any party, a facsimile or telecopy document is to be re-executed in original
      form by the parties who executed the facsimile or telecopy document. No party
      may raise the use of a facsimile machine or telecopier machine as a defense
      to
      the enforcement of the Agreement or any amendment or other document executed
      in
      compliance with this Section.

    


    


    (balance
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      follows)


     

    
      
         

      

      
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    IN
      WITNESS WHEREOF the parties hereto have executed this Agreement effective as
      of
      the date first written above.

     

     

    
 

    
      	
              LICENSOR:

               

              LUMONALL CANADA INC.

               

               

               

              
                By:                                                                           

                


                Title:                                                                        

                


                Date:                                                                        

              

            	
              LICENSEE:

               

              MIDLAND INTERNATIONAL CORPORATION

               

               

              
                By:                                                                           

                


                Title:                                                                        

                


                Date:                                                                        

              

            


    

    


         

    
      
         

      

      
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