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Exhibit 10.4

EXCLUSIVE LICENSE AGREEMENT

This
Agreement is made and entered into by and between Palowmar Industries, LLC,
organized under the laws of the State of Arizona, USA, hereafter, Licensor and
Sense Technologies, Inc., organized under laws of the Province of the Yukon
Territories, Canada, hereinafter Licensee.

Whereas,
Licensor is authorized to manufacture, sell, deliver and install the
Lateral-View Mirror for a Vehicle better known as Scope Out, pursuant to U.S.
Patent Number 6,715,893 and any subsequent patent applications related thereto
(hereinafter referred to as Patent Rights), and desires to have the inventions
covered by these Patent Rights to be licensed to certain parties such as the
Licensee for use in the public interest; and

Whereas
Licensor wishes to deal with an industry knowledgeable and adequately
capitalized entity who is qualified to be a Licensee; and

Whereas
Licensee agrees that its capital base will be crucial to Licensees obligations
hereunder in order to adequately and promptly serve the market area licensed,
and also to provide Licensor with compensation in the event that Licensee does
not perform thereby creating a charge against it for the loss of market area
and/or for the termination of their License; and

Whereas,
Licensee wishes to manufacture the Scope Out devices and sell it under a License
under the Patent Rights upon the terms and conditions hereinafter set forth.

Now
therefore, in consideration of the premises and the faithful performance of the
covenants herein contained, it is agreed:

|1. | Licensors Scope Out device is protected by U.S. Patent
      6,715,893and other patents pending, and Licensee or any of its
      employees, agents or representatives warrants that it will protect
      Licensors Patent Rights, trade secrets and operating methods or
      processes. Licensee further agrees that all mechanical, technical or
      operating discoveries or improvements to the Scope Out Device discovered,
      created or invented by Licensee or any of its employees, agents or
      representatives shall be assigned or conveyed to Licensor herein and shall
      be the sole property of the Licensor herein. Licensee and Licensor further
      agree that improvements to the Scope Out developed pursuant to Licensors
      operation or supervision of Scope Out or Licensors research and
      development work, will be communicated to Licensee for its use.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | The Licensor states that it is the assignee from Lowell
      Martinson of U.S. Patent 6,715,893 and the other Martinson patent
      applications that are pending and therefore, has the right to grant the
      within License.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|3. | The Licensor hereby grants to the Licensee and the
      Licensee hereby accepts from the Licensor, upon the terms and conditions
      herein and hereinafter specified, a non-assignable license to practice the
      inventions covered by the Patent Rights and trade secret rights of
      Licensor.                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|   | Subject to the terms and conditions of this Agreement,
      Licensee shall be licensed to practice the inventions worldwide. Licensee
      understands the Patent Rights are limited to only the United
  States.                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|4. | Licensee shall be in perpetuity, unless sooner terminated
      as hereinafter provided. No other further or different license is hereby
      granted or implied.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|5. | Licensee is prohibited from selling any Scope Out devices
      outside of the territory specified herein and is prohibited from any use
      other than in the territory specified in paragraph 19 of this Agreement.
      Violation shall be cause for termination of the License granted
    herein.                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|6. | The Licensee shall pay to the Licensor an upfront fee of
      $150,000 paid over two years in the amount of $25,000 every four months,
      which shall be paid by the Licensee to the Licensor for the grant of this
      Exclusive License.                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|7. | For the rights and privileges granted under this License,
      the Licensee agrees to pay to the Licensor for each Scope Out, for the
      life of the earliest issued US patent or until this License is terminated
      as hereinafter provided, a royalty of 10% of wholesale for each Scope Out
      sold, which shall, in no event amount to no less than $2.00 per
    unit.
|   |                                                                                                                                                                                                                                                                                                                                                                                       
|8. | Minimum Quantities:                                                                                                                                                                                                                                                                                                                                                                   

| | A. | 30,000 units per year beginning in years 1-2.
| | -- | ---------------------------------------------
| | B. | 60,000 units per year in Years 3-4.          
| | C. | 100,000 units per year in Years 5 and
  above

|    | Royalties shall be billed out monthly and shall be paid
      as provided by paragraph 11 of this Agreement.                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                      
|9.  | The Licensee agrees to keep full, true and accurate books
      of account containing information, which may be necessary for the purpose
      of showing the amount payable to the Licensor by way of royalty as
      aforesaid.                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                      
|10. | The Licensee, within 10 days after the first day of each
      month agrees to deliver to the Licensor a true and accurate report stating
      the sales of all Scope Out units in the previous month.                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                      
|11. | Simultaneously with the delivery of each monthly report
      as provided in paragraph 9, the Licensee shall pay to the Licensor the
      royalty due for the period covered by such report. If no royalties are
      due, it shall be so reported. Failure to pay timely shall be a breach of
      this Agreement pursuant to paragraph 9 herein.
|    |                                                                                                                                                                                                                                                                                                                                                      
|12. | The parties agree that if the Licensee shall become
      bankrupt or insolvent or if the business of the Licensee shall be placed
      in the hands of a receiver, assignee, or trustee, whether by the                                                                                                                                            

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|    | voluntary act of the Licensee or otherwise, this license
      shall immediately terminate. The parties further agree that upon any
      breach or default under this License by Licensee not cured within 30 days
      of written notice thereof sent by registered mail, the Licensor may
      terminate this License. Breaches shall include but not be limited to
      failure to pay or to timely pay the royalty, failure to adequately serve
      the agreed upon territory, violation of any of the proprietary rights of
      the Licensor including its trade secret rights, or acting alone or
      assisting others in trying to circumvent Licensors Patent Rights or trade
      secret rights. Notwithstanding any of the above, The Licensee shall have
      the discretionary right to terminate this License at any time following
      six months written notice sent by registered mail to the Licensor,
      however, any payments due under this Agreement as set forth above that are
      due up to the actual effective date of this such termination and the
      obligations of the Licensee to protect the Patent Rights and trade secrets
      rights and to assign invention rights for inventions conceived of prior to
      the actual effective date of such termination shall survive any such
      termination.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Accordingly, regardless of which party terminates this
      Agreement, the obligations of the Purchases/Licensee set forth above that
      survive termination shall apply as well as to termination by either party
      and the Licensee shall promptly pay to the Licensor all royalties accrued
      and unpaid up to the effective date of any termination by either party
      including all royalties for operations under this License prior to the
      termination becoming effective. In any event, the Licensee shall under no
      circumstances be entitled to a return of any royalties paid or to an
      abatement of royalties accrued and unpaid on the effective date of
      termination, including royalties on operations prior to the effective date
      of termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | Upon any termination becoming effective, Licensee herein,
      or Licensees successors in interest shall have the right to sell the
      Scope Out device to any new purchaser acceptable to Licensor herein,
      contingent upon the new purchaser signing an agreement corresponding to
      this Agreement requiring the payment of royalties to Licensor. Licensor
      hereunder shall not unreasonably withhold approval of a new such
      purchaser. A fee in the amount of $2,500 may be charged by Licensor to be
      paid by the Licensee or any new such purchaser for this transfer which
      includes services for document review, preparation and handling.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13. | Licensee specifically acknowledges that Licensee shall
      not contest the validity of the Patent Rights or the trade secret rights
      of the Licensor, nor shall Licensee directly or indirectly assist another
      in any such contest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|14. | Licensor agrees to make Lowell Martinson available to
      consult Licensee during the first three years of the Agreement on mutually
      agreed upon terms and conditions, which the parties will negotiate after
      the signing of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|15. | The Licensee agrees to cooperate with the Licensor to
      protect the Patent Rights and trade secret rights of the Licensor against
      infringement and to cooperate with the Licensor to prosecute infringers
      when such action may be reasonably necessary, proper and justified as
      determined by the Licensor. Only the Licensor shall have the right, but
      not the obligation to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|        | prosecute infringers. In any event, Licensee will immediately
        inform Licensor of any potential infringement, in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|16.     | The Licensee shall not, in connection with its activities
        under this License, use the name of any inventor of the Patent Rights
        nor of the Licensor, nor any adaptation of any of them, nor any trademarks
        of the Licensor in any advertising, promotional or sales literature of
        the Licensee, without prior written consent to be obtained from the Licensor
        in each case. Permission of the Licensee shall not be unreasonably withheld,
        and a fee may be charged by the Licensor for document review, etc.                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|17.     | To the extent that operating experience reveals improvements
        in Licensors System, technology, equipment method or process, Licensee
        and Licensor shall be deemed to have a confidential relationship with
        regard thereto and each shall supply such improvement knowledge to the
        other. All such improvement knowledge shall be the property of the Licensor
        herein.                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|18.     | Disputes under this Agreement shall be subject to the
        Laws of the State of Arizona, USA. Venue shall be in the Superior Court
        of Arizona, or if in Federal Court, the U.S. District Court for the District
        of Arizona. In case of any dispute under this Agreement, each side shall
        pay its own attorneys fees, however, the prevailing party
        in a lawsuit filed involving a breach of this Agreement shall recover
        its attorney fees, costs and expenses for such suit from the other party.                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|19.     | Licensee shall have an exclusive right to market its
        Scope Out device in the licensed or assigned territory, but only if Licensee
        sells enough units to meet the minimum requirements to maintain the Exclusive
        License, or makes the required equivalent minimum payment of royalties
        as if such sales occurred. In the event the exclusivity requirements are
        not met, the license reverts to a non-exclusive license with all the same
        terms and conditions except those relating to exclusivity. The specific
        territory granted is worldwide.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|**20.** | The terms of this Agreement shall be confidential and shall not
      be disclosed by either party, except to their attorneys, agents, representatives,
      employees, lenders, professional advisors and tax authorities, except as
      required by public-company disclosure requirements.                                                                                                                                                                                                                                                                                                         

|21. | In the event of a dispute over the terms of this
      Agreement, either party may elect Arbitration pursuant to the rules of the
      American Arbitration Association and each party pledges to pursue
      Arbitration in good faith before the filing of a
lawsuit.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|22. | Should any portion or portions of this Agreement be found
      to be volatile of any law or regulation, the balance of this Agreement
      shall continue in effect. The remaining document shall be interpreted in a
      manner as to protect the Patent Rights and trade secret rights of Licensor
      and the territorial allocation of the Licensee.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Executed this 23rd day of September, 2004.





|SENSE TECHNOLOGIES, INC.   |  | PALOWMAR INDUSTRIES, LLC           
|-------------------------- |  | -----------------------------------
|                           |  |                                    
|                           |  |                                    
|                           |  |                                    
|/s/ Bruce
      Schreiner  |  | /s/ Lowell Martinson               
|Bruce Schreiner, President |  | Lowell Martinson as Managing Member
|                           |  | and personally                     

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