EXHIBIT 10.8

LICENSE AGREEMENT

This License  Agreement (this  "Agreement") is made effective as of May 20, 1998
between Sydney Allan Harland,  of 2155  Winchester  Court,  Burlington,  Ontario
L7P3M7  Canada,  and  Ameri-can  Railway  Systems,  Incorporated,  of 100 Walnut
Street, Champlain, New York 12919 U.S.A.

In the  Agreement,  the panty  who is  granting  the  right to use the  licensed
property will be referred to as  "Licensor",  and the party who is receiving the
right to use the licensed property will be referred to as "ARS".

The parties agree as follows:

     1. GRANT OF LICENSE.  Licensor owns the intellectual  property,  trade name
and patents ("Licensed Property").  In accordance with this Agreement,  Licensor
grants  ARS a  non-exclusive  license  to use the  Licensed  Property.  Licensor
retains title and ownership of the Licensed Property. This grant of license only
applies to the following described territory: Canada. and the United States.

     2.  PAYMENT OF ROYALTY.  ARS will pay to Licensor a royalty  which shall be
calculated  as follows:  The royalty  shall be paid by the issuance of 4,520,239
shares of ARS common stock to Licensor.

     3. MODIFICATIONS. Unless the prior written consent of Licensor is obtained,
ARS may not modify or change the Licensed Property in any manner.

     4. DEFAULTS.  If ARS fails to abide by the  obligations of thus  Agreement,
Licensor  shall have the option to cancel this  Agreement  by providing 60 days'
written notice to ARS.

     5.  ARBITRATION.  All disputes under this Agreement that cannot be resolved
by the parties shall be submitted to arbitration under the rules and regulations
of the American Arbitration Association.  Either party may invoke this paragraph
after  providing  30 days'  written  notice  to the  other  party.  All costs of
arbitration  shall be divided  equally  between  the  parties.  Any award may be
enforced by a court of law.

     6. TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of
the parties.  Neither party shall have the right to assign its interests in this
Agreement  to any other  party,  unless the prior  written  consent of the other
party is obtained.

     7.  TERMINATION.  This  Agreement may be terminated by AR.S by providing 90
days' written notice to the other party.

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     8. ENTIRE  AGREEMENT.  This Agreement  contains the entire agreement of the
parties and there are no other  promises or  conditions  in any other  agreement
whether oral or written.  This  Agreement  supersedes  any prior written or oral
agreements between the parties.

     9. AMENDMENT.  This Agreement may be modified or amended,  if the amendment
is made in writing and is signed by both parties.

     10.  SEVERABILITY.  If any provision of this Agreement  shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be  valid  and  enforceable.  If a court  finds  that any  provision  of this
Agreement is invalid or  unenforceable,  but that by limiting such  provision it
would become valid or  enforceable,  then such  provision  shall be deemed to be
written, construed, and enforced as so limited.

     11. WAIVER OF CONTRACTUAL RIGHT. The failure of either panty to enforce any
provision of this Agreement  shall not be construed as a waiver or limitation of
that party's right to  subsequently  enforce and compel strict  compliance  with
every provision of this Agreement.

     12.  APPLCABLE  LAW.  This  Agreement  shall be governed by the laws of the
State of New York.

Licensor.
Sydney Allan Harland

By:
     ------------------------------------------------
Sydney Allan Harland

Licensee:
Ameri-can Railway Systems, Incorporated



By.
    -------------------------------------------------
Peter Ross, President and C.O.O.