EXHIBIT 10.2

                                   SUB-LICENSE

                 SAFETY CONE DISPENSER / FLEXIBLE MARKER DEVICE

For and in  consideration  of mutual  benefits,  detriments,  and  promises  the
adequacy and receipt of which is hereby acknowledged by the Parties, the Parties
hereby recite covenant, and agree as follows:

This Sub-License  Agreement is by and between Superior  Traffic  Controls,  Inc.
("STC"), a California  Corporation located at 15375 Barranca Pkwy, Irvin, CA and
Safe Lane Systems,  Inc. ("SLS"), a Colorado  corporation  located at 4115 South
Oak Ct., Castle Rock, CO 80202.

WHEREAS,  STC, has a Master License for a certain new and useful  invention (the
"Invention") from Worldwide Safety,  LLC (WWS),  hereinafter  referred to as the
"Cone  Dispenser." WWS holds a patent(s)  and/or  Intellectual  Property related
thereto,  and STC holds  Intellectual  Property and designs related thereto (the
"Master License"); and

WHEREAS,  STC has a Master  License  for a certain  new and useful  traffic  and
directional  device,  hereinafter  referred to as the "Safety Cone." STC holds a
patent(s)  and/or  Intellectual  Property and designs related  thereto,  both of
which are described in Exhibit A (the "I.P."); and

WHEREAS,  SLS, wishes to acquire from STC the exclusive right to manufacture and
distribute the Cone Dispenser for the duration or length of the covered  patents
owned  by STC,  and the  NON-EXCLUSIVE  right  to  distribute  the  Safety  Cone
throughout  the  length,  term,  or duration  of the  patent(s)  and all related
intellectual property.

         EXCLUSION:  THE MUTCD COMPLIANT  SPRING LOADED SAFETY CONE THAT IS USED
AS A  FLEXIBLE  MARKER  DEVICE,  IS  CURRENTLY  SUBJECT  TO A LICENSE  AGREEMENT
INVOLVING A THIRD  PARTY  THROUGHOUT  2014,  AND IS NOT SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN THIS AGREEMENT.

NOW, the parties agree as follows:

     1.   DEFINITIONS.  As used in this Agreement,  the following terms shall be
          deemed to have the following meanings:

          a.   The term "Patent  Rights" shall mean all U.S. and foreign  patent
               applications  and patents  covering the  "Licensed  Products," as
               defined in Article 1 (b).  These patents and patent  applications
               are listed in  Exhibit A, which may be updated  from time to time
               during the term of this license.

          b.   The term "Licensed  Products"  shall mean any product covered by,
               or made by a process,  which is covered by, one or more claims of
               an issue and  unexpired  patent or  patent  application  included
               within the Patent Rights;

          c.   The term "Territory" shall mean the United States of America, its
               territories and possessions,  and any other country where License
               manufacturers or sells Licensed Products.

                                      -1-
<PAGE>

          d.   The term "Net Sales  Price"  shall mean the amount of SLS's gross
               sales of Licensed  Products which are  manufactured by or for SLS
               and sold, for the first time only, to  distributors  or end users
               within the Territory, after deducting any returns, cash discounts
               actually  made or  granted  by SLS,  or bad debt,  and  excluding
               freight.  No  deduction  from the amount of gross  sales shall be
               made  for any  cost of  manufacture,  sale  or  advertisement  of
               Licensed Products within the Territory borne by SLS.

     2.   LICENSE GRANTED

          a.   STC hereby  grants to SLS the sole and  exclusive  right to make,
               have  made,  use and sell  throughout  the  Territory  said  Cone
               Dispenser and all related parts,  manufacturable  components used
               to comprise the cone dispenser  invention,  and permission to use
               all other  pertinent  information  that may be used to facilitate
               the  manufacture  and subsequent  distribution  of Cone Dispenser
               products.  This shall include,  but not be limited to engineering
               designs, white papers, CAD Drawings, and all related spec sheets,
               artwork,  copyrighted  materials,   registered  marks  (if  any),
               marketing  brochures,  sales  catalogues,  and all other  related
               properties that are currently in the possession of STC.

               Any  of  the  above   referenced   manufacturing   components  or
               aforementioned  items  relative to the Cone  Dispenser  invention
               that  may  materialize,  are  produced  in the  future,  shall be
               subject to the terms and conditions set forth in this  Agreement,
               commencing  on the date of  execution  of this  Agreement by both
               partied,  and ending in  accordance to the  termination  date set
               forth herein.

          b.   STC hereby grants to SLS  an-exclusive  right to make, have made,
               use and sell  throughout  the Territory  said Safety Cone and all
               related  parts,  manufacturable  components  used to comprise the
               Safety Cone product.  This right,  however,  does not include the
               Compact Safety Cone,  described in Exhibit B, attached hereto and
               incorporated by this reference.

                    LICENSE  SHALL  NOT  INCLUDE  ANY  LEGAL  OWNERSHIP  OF  THE
                    PATENTS,  OR RELATED  INTELLECTUAL  PROPERTY,  TITLE, AND/OR
                    FRACTIONAL INTEREST OF THE PATENT(S),  ITS CLAIMS,  EXISTING
                    GOODWILL,  OR ANY OTHER RIGHTS, IN AND OF THE PATENT AND THE
                    INVENTION.

     3.   EXCLUSIVITY.  STC grants SLS the exclusive  rights to manufacture  and
          distribute  the  Cone  Dispenser  product  subject  to the  terms  and
          conditions  mutually  agreed upon  herein.  STC shall not at any time,
          engage 3rd party contract manufacturers,  or distributors,  in regards
          to the Cone  Dispenser  product  provided that SLS is not in breach of
          any of the provisions of this Agreement.

     4.   PERFORMANCE  REQUIREMENTS.  In  consideration  of the  license  rights
          granted  herein  SLS shall be  required  to pay a  minimum  guaranteed
          royalty of $2,000 on or before May 31,  2014,  and the  royalties  per
          unit as set forth in Section 9a. hereof:

                                      -2-
<PAGE>


     5.   PATENT  MARKING.  SLS agrees to mark  licensed  products in accordance
          with applicable United States or other patent laws.

     6.   EXPENSES  INCURRED.  Any and all costs  associated  with the continued
          development,   manufacture,   sales,  and  distribution  of  the  cone
          dispenser  product  shall be  bourne  by SLS for the  duration  of the
          contract term.  This includes,  but is not limited to all time and raw
          materials related to the engineering,  design,  and manufacture of the
          product,  as  well as any and all  distribution  costs  and  marketing
          expenses, sales literature, and website design/maintenance.

     7.   TERM. The terms of this Agreement  shall remain in effect,  throughout
          the duration of the  registered  patent tern, and shall remain binding
          upon the  extension/re-registration  of the  intellectual  property or
          patent life.

     8.   RIGHT OF FIRST  REFUSAL.  STC shall  grant SLS right of first  refusal
          regarding future cone dispenser products or new components that may be
          developed, or opportunities that may materialize relative specifically
          to provide SLS a 30 day quiet period to either  accept or refuse STC's
          proposal  prior to seeking or entering  into any 3rd party  agreements
          respective to opportunity.

     9.   CONSIDERATION.  In consideration  for the License set forth in Article
          1, SLS shall pay STC, or STC's  Licensor  for the account of STC under
          its  license,  at the option of SLS, a fee in the form of a royalty of
          $200 per cone dispenser unit sold from all sales of the cone dispenser
          for the duration of the contract term.

          a.   Royalty  Payments 1) Royalty  payments shall be payable  monthly,
               beginning  on the  1st  day  of the  month  following  the  first
               commercial  unit  sale  of the  device.  SLS  agrees  to pay  STC
               monthly,  subject to trailing  clearance of the purchasing funds,
               and  payable on the 15th day of each  trailing  successive  month
               thereafter.  The royalty accounting cycle will end on the 20th of
               every month,  with  royalties  paid on the 15th of the  following
               month.  Royalty  payments  shall  survive the  expiration  of any
               Patent Rights for a period of five (5) years.  Any requirement to
               pay royalties  shall pass to any successor  entity,  partnership,
               individual,  venture,  or company  that may acquire  this License
               interest tin the future.


     10.  REPRESENTATION AND WARRANTIES.

          a.   STC represents and warrants to SLS:

               i.   STC has the right,  power,  and authority to enter into this
                    Agreement;
               ii.  STC is the exclusive owner of all right, title and interest,
                    including all intellectual  property  rights,  in the Master
                    License for Invention;
               iii. The Master  License for Invention and Patent are free of any
                    liens, security interests, encumbrances or licenses;
               iv.  The Sub-License for the Invention and Patent do not infringe
                    the rights of any person or entity;

                                      -3-
<PAGE>

               v.   There are no claims, pending or threatened,  with respect to
                    STC's rights in the Invention and Patent;
               vi.  This  Agreement  is  valid,   binding  and   enforceable  in
                    accordance with its terms; and
               vii. STC is not  subject  to any  agreement,  judgment  or  order
                    inconsistent with the terms of this Agreement.

          b.   SLS represents and warrants to STC:

               i.   SLS has the right,  power and  authority  to enter into this
                    Agreement;
               ii.  SLS will be the sole  Sub-Licensee of all rights,  title and
                    interest,  including all intellectual  property rights under
                    the Master  License,  granted  by WWS to STC  related to the
                    Cone Dispenser and the Patent;
               iii. SLS is free of any liens security interests, encumbrances or
                    license;   that  may  have  an  adverse  effect,   or  place
                    encumbrance on the Sub-License for the invention.

               iv.  The  Sub-License  Agreement  does not infringe the rights of
                    any person or entity;

               v.   There are no claims, pending or threatened,  with respect to
                    SLS's assigned rights, and/or Sub-License with regard to the
                    Invention;

               vi.  This  Agreement  is  valid,   binding  and   enforceable  in
                    accordance with its terms; and

               vii. SLS is not  subject  to any  agreement,  judgment  or  order
                    inconsistent with the terms of this Agreement.

               viii.SLS  agrees  to  carry  out  any  and  all   enforcement  of
                    violations   of  the   patents,   or  any  of  the   related
                    intellectual  property,  and promptly  furnish all documents
                    and/or legal correspondence to STC upon possession by SLS in
                    order to adequately  communicate status of any pending legal
                    action,  or  enforcement.  In addition to  furnishing  legal
                    correspondence  mentioned  above,  SLS agrees to also notify
                    STC, in writing within ten business days of any legal action
                    or enforcement  what action,  or remedies are being taken in
                    the best interests of the cone Dispenser and patent.

     11.  SLS shall bear all expenses of filing,  prosecuting,  and  maintaining
          all U.S.  patent  applications  or  patents  constituting  part of the
          Patent  Rights,  but shall provide STC with copies of all  prosecution
          documents in a timely manner,  so that STC can supply input  regarding
          claim and prosecution  strategy.  Maintenance fees disclosed to SLS by
          STC include:  GCG-105  "maintenance  fees" for US 6752582 year 12, due
          12/22/2014 in the approximate  amount of $2200 and US 814213,  year 4,
          due 9/27/2015 in the  approximate  amount of $900.  Patent  expiration
          7-12-2022.  These estimates were obtained by STC from its Patent Agent
          in good faith and are  approximate  amounts as provided by said agent.
          In the event  fees are  different,  SLS  agrees to pay the  reasonable
          costs for these  services.  Should SLS determine for any reason not to
          continue  prosecuting  any patent  application  or not to maintain any
          patent  included  within  the  Patent  Rights,  the SLS shall  provide
          written notification to STC at least sixty (60) days prior to the last
          day for taking action to preserve such patents or patent applications,
          at which time STC in its sole discretion shall have the opportunity to
          take over the  prosecution  or  maintenance  of such patents or patent
          applications.  SLS shall fully cooperate with STC in such event,  such

                                      -4-
<PAGE>

          full  cooperation  including,  but not being limited to, executing all
          necessary  documents for continuing  such  prosecution or maintenance.
          For absolute  clarity,  substantial  performance will not satisfy this
          performance condition. Solely for purposes of this Section, the terms,
          provisions,   and  conditions  of  Section  11  of  the  MLA  entitled
          "Termination" does not apply.

     12.  TERMINATION.

          12.1 This  Agreement  may be terminated by either party for failure by
          the other to cure a default in any material  term or condition of this
          Agreement.  Such  termination  shall be  effective  thirty  (30)  days
          following  written notice of the default,  unless the default is cured
          within such notice period.

          12.2 This  Agreement  may be  terminated  by either  party,  effective
          immediately upon receipt, if:

               i. a receiver is appointed for the other party of its property;

               ii. if the other party makes,  or attempts to make, an assignment
               for the benefit of its creditors;

               iii.  any  proceedings  are  commenced  by or for the other party
               under any bankruptcy, insolvency or debtor's relief law; or

               iv. the other  party  liquidates  or  dissolves,  or  attempts to
               liquidate or dissolve, except by way of merger.

     13.  ATTORNEY'S FEES AND ARBITRATION  FEES.  Should either party hereto, or
          any heir, personal representative, successor or assign of either party
          hereto,  resort to  litigation  to enforce this  Agreement,  the party
          prevailing in such litigation  shall be entitles,  in addition to such
          other  relief as may be granted,  to recover  its or their  reasonable
          attorney's  fees or arbitration  fees and costs I such litigation from
          the party against whom enforcement was sought.

     14.  ENTIRE AGREEMENT.  This Agreement,  contains the entire  understanding
          and agreement  between the parties  hereto with respect to its subject
          matter and  supersedes  any prior or  contemporaneous  written or oral
          agreements,  representations or warranties between them respective the
          subject matter hereof.

     15.  AMENDMENT.  This  Agreement may be amended only by a writing signed by
          both parties.

     16.  SEVERABILITY.  If any term,  provision,  covenant or condition of this
          Agreement,  or the  application  thereof  to  any  person,  place,  or
          circumstance, shall be held by a court of competent jurisdiction to be
          invalid,  unenforceable  or void,  the remainder of this Agreement and
          such  term,  provision,  covenant  or  condition  as  applied to other
          persons,  places  and  circumstances  shall  remain in full  force and
          effect.

     17.  NON-WAIVER.  The failure of either party to insist upon performance of
          any of the  terms,  covenants  or  conditions  of this  Agreement,  to
          exercise any right or privilege in this  Agreement  conferred,  or the
          waiver by said party of any breach of any of the terms,  covenants  or

                                      -5-
<PAGE>

          conditions  of this  Agreement  will not be  construed as a subsequent
          waiver of any such terms, covenants,  conditions rights or privileges,
          but the same will  continue  and remain in full force and effect as if
          no such forbearance or waiver had occurred.

     18.  AGREEMENT TO PERFORM NECESSARY ACTS. SLS agrees to perform any further
          acts and  execute and deliver  any  documents  that may be  reasonably
          necessary to carry out the provisions of this Agreement.

     19.  GOVERNMENT.  This Agreement shall be construed in accordance with, and
          all actions  arising  hereunder  shall be governed by, the laws of the
          State of California.

         ARBITRATION.  Any dispute or controversy arising under or in connection
with this  Agreement  (other  than any  dispute or  controversy  arising  from a
violation or alleged violation by the Consultant of the provisions of Section 7)
shall be  settled  exclusively  by  final  and  binding  arbitration  in  Denver
Colorado,  in accordance with the Engagement  Arbitration  Rules of the American
Arbitration  Association  ("AAA"). A sole arbitrator shall be selected by mutual
agreement of the parties,  if possible.  If the parties fail to reach  agreement
upon  appointment of an arbitrator  within thirty days following  receipt by one
party of the other party's notice of desire to arbitrate,  the arbitrator  shall
be  selected  from a panel or  panels  of  persons  submitted  by the  AAA.  The
selection  process  shall  be that  which  is set  forth  in the AAA  Engagement
Arbitration Rules then prevailing, except that, if the parties fail to select an
arbitrator  from one or more  panels,  AAA  shall  not have the power to make an
appointment but shall continue to submit  additional  panels until an arbitrator
has been selected.  This  agreement to arbitrate  shall not preclude the parties
from engaging in voluntary,  non-binding settlement efforts including mediation.
Any arbitration process and Order shall be confidential.





SUPERIOR TRAFFIC CONTROLS, INC.                 SAFE LANE SYSTEMS, INC.



------------------------------                  ------------------------------



Date: ________________________                  Date: ________________________



                                      -6-