Marketing
      and Distributorship Agreement

     

     

    THIS
      EXCLUSIVE MARKETING AND DISTRIBUTORSHIP AGREEMENT 

    IS
      MADE THIS 21ST
      DAY OF NOVEMBER, 2007 BETWEEN

     

     

    MEGOLA
      INC.,
      a
      corporation incorporated under the laws of the State of Nevada

    with
      its
      principal office in the city of Corunna, Ontario, Canada, 

    jointly
      with;

    MSE
      ENVIRO-TECH CORP.,
      a
      corporation incorporated under the laws of the State of Delaware 

    with
      its
      principal office in the city of Brentwood, TN, U.S.A.,

    (hereinafter
      referred to as the “Vendors”)

     

    -and-

     

    JANUS
      PRODUCTS CORP. a
      corporation incorporated under the laws of the 

    State
      of
      Nevada with its principal office in the city of Pt. Edward 

    Ontario,
      Canada, 

    (hereinafter
      referred to as the “Purchaser”)

     

    Wherein
      the Vendors and the Purchaser are sometimes collectively referred to as the
      “Parties”, and individually as a “Party”.

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      Vendors are in the business of marketing a 100% cotton fabric blanket treated
      with Hartindo AF21 fire inhibitor applied to the fabric (together a “Fire
      Blanket”) in North America, samples of which have been examined by the
      Purchaser, and Vendors possess all rights to the use of trademarks, trade names,
      copyrights, and designs associated with the said Product as identified in
      Exhibit ‘A’ hereto;

     

    WHEREAS,
      the
      Purchaser wishes to secure the exclusive sale and distribution rights for the
      above
      Product
      for
      Residential use only in Canada and the United States, and the non-exclusive
      rights thereto in the same territories for Industrial and Commercial
      use.

     

    WHEREAS,
      the
      Parties desire to enter into a marketing, distribution and license agreement
      on
      the terms set forth herein (the "Agreement"),

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises contained herein, and for other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the Parties agree as follows:

     

    
      	1.	
              The
                term “Product” wherever used herein shall mean the Fire Blanket specified
                in Exhibit A hereto intended for Residential use. The same type of
                blanket
                in variable sizes for Industrial and Commercial use is herein called
                the
                “Industrial Fire Blanket. 

            


    

     

    
      	2.	
              Grant
                of Rights; Territory; Exclusive &
                Non-Exclusive.

            


    

     

    
      	2.01	
              The
                Vendors hereby appoint the
                Purchaser
                as
                its distributor for the term of this Agreement for the marketing,
                sale and
                distribution of the Product
                and Industrial Fire Blanket
                in
                the fifty states of the United States, the District of Columbia,
                Puerto
                Rico, the United States Virgin Islands and all other United States
                territories and possessions, and duty free markets located therein,
                and
                for Canada (the foregoing territories being collectively herein called
                the
                ”Territory”), subject as follows. The appointment with respect to Product
                shall be limited to and exclusive for sales for residential usage
                and
                non-exclusive with respect to Industrial Fire Blankets for Commercial
                and
                Industrial sales. For absolute clarity, it is understood that the
                Purchaser’s exclusivity rights do not in any manner prevent the Vendors
                from selling Product and Industrial Fire Blankets directly to any
                Commercial or Industrial entity for use within their business, nor
                from
                selling Industrial Fire Blankets to any third party distributor in
                the
                Territory.

            


    

     

    
      	2.02	
              The
                Vendors agree not to sell Product directly to any third party distributor
                in the Territory without the prior written consent of the Purchaser,
                which
                will not be unreasonably withheld.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	2.03	
              The
                Purchaser shall pay to the Vendors for Product the price per Blanket
                (unit) stipulated in Exhibit B hereto, PLUS the royalty on the Purchaser’s
                invoice price of all Product sold by it, as also stipulated in Exhibit
                B
                hereto. Vendors, on 15 days prior written notice, may inspect the
                Purchasers books and records to verify said royalty payments, and
                any
                adjustments to be made shall be effected between the Parties within
                the 30
                day period immediately following the inspection.
                

            


    

     

    
      	2.04	
              The
                prices for Industrial Fire Blankets sold to the Purchaser hereunder
                shall
                vary with size and other factors and shall be determined from time
                to time
                by the Parties.

            


    

     

    
      	3.	
              Term
                of Agreement; Renewal.

            


    

     

    
      	3.01	
              The
                initial term of this Agreement shall commence upon the execution
                hereof,
                and shall, provided this Agreement has not previously been terminated,
                continue for sixty months (60 months) from the commencement date
                hereof
                (the "Initial Term"), subject to the Purchaser meeting the following
                minimum Product sales conditions:

            


    

     

    
      	 	
              f)

            	
              At
                least 250,000 units in the first 12 consecutive
                months

            


    

     

    
      	 	
              g)

            	
              At
                least 750,000 units cumulatively within the first 24 consecutive
                months

            


    

     

    
      	 	
              h)

            	
              At
                least 1,250,000 units cumulatively within the first 36 consecutive
                months

            


    

     

    
      	 	
              i)

            	
              At
                least 1,750,000 units cumulatively within the first 48 consecutive
                months

            


    

     

    
      	 	
              j)

            	
              At
                least 2,500,000 units cumulatively within the first 60 consecutive
                months.

            


    

     

    Upon
      the
      Purchaser’s failure to meet any of the performance conditions prescribed in this
      clause 3.01, this agreement shall automatically terminate without
      notice.

     

    
      	3.02	
              Upon
                the expiration of the Initial Term, and provided this Agreement has
                not
                previously been terminated, the term of this Agreement will
                automatically be renewed if the performance conditions set out in
                clause
                3.01 above have been fully met. Each renewal period shall be for
                the next
                12 consecutive months (Renewal Term), and require minimum sales of
                500,000
                units during each Renewal Term in order for the next Renewal Term
                to be
                become effective. Failure to meet this minimum quota by the last
                day of
                any Renewal Term shall result in the automatic termination of this
                agreement without any notice requirement. Notwithstanding the foregoing,
                either
                Party (Vendors or Purchaser), may terminate this Agreement upon not
                less
                than six (6) months prior written notice to the other Party.
                

            


    

     

    
      	3.03	
              Whenever
                use is made herein of the word "Term" to refer to the term of this
                Agreement, such word shall be deemed to refer to the Initial Term
                or any
                subsequent Renewal Term or extension
                thereof.

            


    

     

    
      	4.	
              Purchase
                and Sales; Price; Delivery.

            


    

     

    
      	4.01	
              During
                the Term of this Agreement, the
                Purchaser shall,
                from time to time, submit to the Vendors purchase orders (“Order and/or
                Orders”) for Product and Industrial Fire Blankets. Upon the Vendors’
                receipt of any such Order, the Vendors shall promptly advise the
                Purchaser
                of the Vendors’ acceptance or rejection of the Order. In the event of any
                conflict between the terms of such Order and this Agreement, the
                terms of
                this Agreement shall prevail.

            


    

     

    
      	4.02	
              Product
                and Industrial Fire Blankets sold to the
                Purchaser
                pursuant the Vendors' acceptance of Orders pursuant to Section 3.01
                shall
                be delivered FOB manufacturer’s point of shipment to the
                Purchaser with
                all risk of loss and damage thereafter to be borne by the
                Purchaser.

            


    

     

    
      	4.03	
              The
                initial price of the Product shall be as set forth in Exhibit B.
                At any
                time, and from time to time, the Vendors may alter the price of Product,
                to be effective upon delivery of written notice to the Purchaser
                specifying the new price. 

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	4.04	
              The
                purchase price for Product, excluding the royalty payable, must be
                made at
                the time an Order is placed, and shall be made by the
                Purchaser to
                the Vendors by direct bank-to-bank wire transfer in US Dollars to
                an
                account designated by the Vendors, or by such other means as the
                Vendors
                may advise the
                Purchaser from
                time to time. Orders not accompanied by payment will not be accepted
                or
                processed. 

            


    

     

    The
      royalty payable on all Product sold by the Purchaser, shall be accrued for
      each
      calendar quarter, and be paid in the above manner within 15 days of the end
      of
      each respective quarter. 

     

    
      	5.	
              Duties
                of the
                Purchaser 

            


    

     

    Without
      limiting the generality of the other provisions of this Agreement imposing
      obligations upon the
      Purchaser,
      the
      Purchaser shall
      fully and faithfully carry out the following duties:

     

    
      	5.01	
              The
                Purchaser
                shall utilize its best efforts to promote, extend and maximize sales
                of
                Product and Industrial Fire Blankets, and the reputation of these
                products, throughout the Territories, and shall conduct its business,
                and
                otherwise act, in all matters concerning the Vendors and such products,
                in
                a manner which will benefit and enhance the Vendors' and the said
                product's interests and reputation.

            


    

     

    
      	5.02	
              The
                Purchaser shall
                monthly provide the Vendors with written reports fully disclosing
                Product
                and Industrial Fire Blankets sales within the Territory, setting
                forth (a)
                total number of units sold; (b) the selling price for each unit;
                and (c)
                the total royalty due Vendors. 

            


    

     

    
      	5.03	
              The
                Purchaser
                shall sell the Product and industrial fire Blankets in the Territory
                only
                under the trademark and trade name normally used for such products
                by the
                Vendors and, except to the extent otherwise agreed in writing by
                the
                Vendors, only in the packaging and in the same condition as that
                in which
                said products are dispatched by the Vendors and with all packaging
                intact.

            


    

     

    
      	5.04	
              The
                Purchaser disclaims any and all interest in and/or
                to
                all patents, trademarks, trade names, copyrights and designs concerning
                the Product and/or Industrial Fire Blankets, other than is expressly
                granted under this agreement. The
                Purchaser
                shall not apply for registration or other rights to any of the foregoing,
                or the rights to anything similar to any of the foregoing, and all
                literature supplied by the Vendors concerning the Vendors or the
                above
                products shall be and remain the property of the Vendors and no rights
                to
                use such property shall accrue to the
                Purchaser as
                a result of this Agreement other than as authorized by the
                Vendors

            


    

     

    
      	5.05	
              The
                Purchaser
                shall inform the Vendors of any infringement or threatened infringement
                of
                any trademark, trade name, copyright or design concerning the Product
                in
                the Territory that it becomes aware of, and in any legal proceeding
                or
                other effort taken by, or on behalf of, the Vendors concerning any
                such
                infringement or threatened infringement, the
                Purchaser
                shall provide the Vendors or anyone acting on the Vendors' behalf
                whatever
                assistance the Vendors shall reasonably request other than payment
                of the
                Purchaser’s legal fees and other related
                costs.

            


    

     

    
      	5.06	
              The
                Purchaser shall,
                on or before June 1st
                of
                each year notify the Vendors in writing of its anticipated purchase
                requirements (“Forecast”), broken down by month, for Product and
                Industrial Fire Blankets during the coming year (such notice of
                anticipated requirements shall not operate as, or be deemed to be,
                a
                guarantee by the
                Purchaser to
                attainment of such volume, or a guarantee by the Vendors as to the
                availability of such volume). The Forecast shall be updated at least
                every
                90 days and each update is due to Vendors by the 15th
                of
                the month following the end of a calendar quarter (namely, January
                15th,
                April 15th,
                July 15th
                and October 15th).

            


    

     

    
      	5.07	
              The
                Purchaser
                shall comply with all applicable Federal, State and local laws and
                regulations.

            


    

     

    
      	5.08	
              The
                Purchaser shall
                bring to the attention of the Vendors any information received by
                the
                Purchaser which
                is likely to be of interest, use, or benefit to the Vendors in relation
                to
                the marketing of the Product in the
                Territory.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	5.09	
              The
                Purchaser shall
                not, in the event of damage to any of the Product and/or Industrial
                Fire
                Blankets which affects the contents thereof, or renders the packaging
                unsightly or of less than first class condition, sell or otherwise
                dispose
                of such Product or permit the same to become the property of any
                insurer,
                carrier or salvage company, except in accordance with prior written
                instruction from the Vendors. 

            


    

     

    
      	6.	
              Duties
                of the
                Vendors

            


    

     

    Without
      limiting the generality of the other provisions of this Agreement imposing
      obligations upon the Vendors, the
      Vendors
      shall
      fully and faithfully carry out the following duties:

     

    
      	6.01	
              The
                Vendors shall fill the
                Purchaser's
                Orders for Product and Industrial Fire Blankets which are accepted
                by
                the
                Vendors
                pursuant to Section 3.01 in accordance with the specifications in
                each
                such Order except to the extent that the
                Vendors
                is
                unable to do so as a result of circumstances reasonably beyond the
                control
                of the
                Vendors.

            


    

     

    
      	6.02	
              Product
                and Industrial Fire Blankets sold to Purchaser shall, at the time
                of
                shipment, be of good quality and properly packaged for sale in the
                Territory and, where special packaging is required to conform to
                applicable laws, regulations and requirements in effect in a specific
                jurisdiction within the Territory, shall comply with these special
                packaging instructions 

            


    

     

    THERE
      ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING ANY WARRANTY OF
      MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE.

     

    
      	6.3	
              The
                Vendors shall take reasonably necessary steps to prevent the infringement
                of the Purchasers rights hereunder and/or any of the Vendors’ patents,
                trademarks, trade names, emblems, designs or other similar industrial
                or
                commercial property rights within the
                Territory.

            


    

     

    
      	6.04	
              The
                Vendors will provide reasonable technical support and a media
                representative(s) to address media attention and/or product related
                issues
                and questions by way of public appearances.


            


    

     

    
      	6.05	
              The
                Vendors will also assist the Purchaser
                in
                obtaining any certifications required for sale of the product in
                the
                Territory. Vendors, through CTT Group Inc., (www.gcttg.com)
                in Montreal have already obtained the certification for Product and
                Industrial Fire Blankets as a Fire Blanket and the certification
                instrument is attached as Exhibit
‘C’

            


    

     

    
      	7.	
              Advertising
                and Promotion.

            


    

     

    The
      Vendors and the
      Purchaser
      shall
      consult with each other to prepare and execute annual marketing and promotional
      plans and programs, and otherwise to determine when and how the Product and
      Industrial Fire Blankets shall be advertised in the Territory, what expenditures
      should be made for advertising and sales promotion purposes, how and through
      which media such expenditures should be made, and who among advertising agencies
      and public relations firms should be retained, provided that with respect to
      all
      of the foregoing, in the event of any disagreement, the Vendors shall make
      the
      final decision. 

     

    
      	8.	
              Confidentiality.

            


    

     

    
      	8.1	
              The
                term “Confidential Information” as used in this Agreement means all
                information in any form whatsoever disclosed in any manner by or
                on behalf
                of one Party to the other prior to and during the term of this Agreement,
                which in any manner is related to the Product and/or Industrial Fire
                

            


    

     

    Blankets
      and/or the respective businesses of the Parties, and which the disclosing Party
      treats as confidential. Without limitation, Confidential Information shall
      include information about trade secrets, products, raw materials, packaging,
      manufacturing processes, financial information, business plans, marketing and
      sales plans, and all other confidential concepts and methods of doing business
      related to the manufacture of Product and/ Industrial Fire Blankets. The
      provisions of this clause .8.1 and Clause 8.2 shall survive the termination
      of
      this agreement and remain enforceable by either Party for a period of five
      (5)
      years from the date of this agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	8.2	
              Notwithstanding
                the foregoing paragraph, the parties agree that the term Confidential
                Information shall not include any information
                which:

            


    

     

    
      	
            	(a)	
              is
                in the public domain prior to receipt by the receiving Party or subsequent
                to the date of receipt without breach of this Agreement by the receiving
                Party, or

            


    

    
      	
            	(b)	
              is
                known, as evidenced by documentation, to the receiving Party prior
                to
                disclosure by the disclosing Party, provided that any direct or indirect
                source of such information was not known by the receiving Party to
                be
                bound by a confidentiality agreement with or other contractual, legal
                or
                fiduciary obligation of confidentiality to the disclosing Party or
                any
                other party with respect to such information;
                or

            


    

    
      	
            	(c)	
              is
                disclosed without restriction to the receiving Party by a third party
                having a bona fide right to disclose the same to the receiving Party
                without breach of this Agreement or any other confidentiality agreement
                with or other contractual, legal, fiduciary obligation of confidentiality
                to the disclosing Party or any other party with respect to such
                information; or

            


    

    
      	
            	(d)	
              is
                independently developed by the receiving Party without use of any
                Confidential Information disclosed by the disclosing Party;
                or

            


    

    
      	
            	(e)	
              is
                approved for public release or use by written authorization of the
                disclosing Party.

            


    

    


     

    
      	9.	
              Force
                Majeure.

            


    

     

    An
      "Event
      of Force Majeure" shall mean any Act of God, war, riot, mobilization, embargo,
      governmental rules, regulations or decrees, drought, typhoon, flood, fire,
      earthquake, strike, lockout, labor disturbance, difference with workers,
      accident to machinery, failure of sources of supply of materials ordinarily
      used
      for the production of the Product or Industrial Fire Blanket, shortage of ships,
      or any other event beyond the control of the Party affected, whether similar
      or
      dissimilar to any of the foregoing. The Vendors shall not be required to deliver
      any Product or Industrial Fire Blanket if prevented from so doing by an Event
      of
      Force Majeure. The
      Purchaser
      shall
      not be required to accept delivery of any Product or Industrial Fire Blanket
      if
      prevented by an Event of Force Majeure, except with respect to any delivery
      already in transit on the date written notice is received by the Vendors. Each
      Party shall promptly notify the other in writing of the existence of an Event
      of
      Force Majeure and, to the extent possible, of the probable duration of any
      disability caused thereby. The Vendors are not, however, thereby relieved from
      making delivery, or the
      Purchaser
      from
      accepting delivery, pursuant to this Agreement when the Event of Force Majeure
      no longer exists. The
      Purchaser's
      failure to accept delivery or to make payment for any quantity of the Product
      or
      Industrial Fire Blanket ordered by Purchaser, shall, at the Vendors' option,
      release the Vendors from making any further deliveries until the Event of Force
      Majeure no longer exists.

     

    
      	10.	
              Termination.

            


    

     

    
      	10.01	
              Either
                Party may immediately terminate this Agreement, without prejudice
                to
                whatever other remedies it may have, by giving notice in writing
                to the
                other Party of its decision so to terminate,, upon the occurrence
                of any
                of the following:

            


    

     

    
      	
            	(a)	
              If
                a Party shall be in breach of any of the provisions of this Agreement,
                and
                shall not remedy such breach to the satisfaction of the other Party
                within
                thirty (30) days after receipt of written notice providing particulars
                of
                the breach, unless such breach is not capable of being remedied,
                in which
                event this Agreement may be terminated forthwith by serving written
                notice
                thereof referring to this Section
                10.01(a);

            


    

     

    
      	
            	(b)	
              If
                (i) the other Party shall become insolvent or admit in writing its
                inability to pay its debts as they mature; (ii) the other Party shall
                make
                any assignment to or for the benefit of creditors or seek to obtain
                an
                extension of time within which to pay obligations; (iii) the other
                Party
                suffers any distress or execution to be levied on a substantial part
                of
                its property; (iv) the other Party applies for, consents to, or acquiesces
                in the appointment of a trustee, receiver or custodian for it or
                any of
                its property; (v) in the absence of an application, consent or
                acquiescence, a trustee, receiver or custodian is appointed for the
                other
                Party or any of its property; or (vi) any bankruptcy, reorganization,
                debt
                arrangement, or other proceeding under any bankruptcy or insolvency
                law,
                or any dissolution or liquidation proceeding, is instituted by or
                against
                the other Party;

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	10.02	
              Upon
                any termination of this
                Agreement

            


    

     

    
      	
            	(a)	
              The
                Purchaser
                shall (i) immediately cease use of the property and rights licensed
                to it
                hereunder and those identified in Exhibit A hereto and in this regard
                shall take all corporate action necessary to forthwith change its
                corporate name if so directed in writing by the Vendors or either
                of them,
                and

            


    

     

    
      	
            	(b)	
              Promptly
                return or otherwise dispose of as directed by the Vendors, pamphlets,
                catalogues, advertising materials, specifications and other materials
                which the
                Purchaser
                may have in its possession or under its control relating to the Vendors
                or
                the Product or Industrial Fire Blanket,
                and

            


    

     

    
      	
            	(c)	
              The
                Vendors shall repurchase, or the
                Purchaser
                shall sell to any person as directed by the Vendors, all inventory
                of the
                Product or Industrial Fire Blanket held by the Vendors at the time
                of such
                termination for a purchase price equal to the Vendors' original cost
                of
                such inventory of products pursuant to the Vendors invoice. The
                Purchaser
                shall then deliver the inventory so purchased to any person or place
                as
                directed by the Vendors, provided, however, that the
                Purchaser
                shall not be responsible for paying the cost of such
                delivery.

            


    

     

    
      	11.	
              Miscellaneous.

            


    

     

    
      	11.01	
              No
                Assignment

            


    

     

    Each
      Party enters into this Agreement in reliance upon the other Party's specific
      personal qualities including ability, skill, trust, experience, credit,
      character and judgment, and neither Party shall assign, mortgage or charge
      this
      Agreement or any of the rights or obligations contained in this Agreement,
      however;

     

    the
      Vendors shall allow the Purchaser the authority to assign this agreement to
      a
      100% wholly owned subsidiary of the Purchaser provided that wholly owned
      subsidiary legally binds itself to the Vendors, to the satisfaction of the
      Vendors, to observe and carry out the terms and conditions of this agreement
      to
      the same extent as the Purchaser is now bound. Upon compliance with this
      condition, the said subsidiary may market and sell the Vendors Products
and
      Industrial Fire Blanket
      under
      its name.

     

    
      	11.02	
              Sale
                or Merger

            


    

     

    The
      agreement will survive any sale, merger, or acquisition of the Vendors or
      Purchaser.

     

    
      	11.03.	
              Construction;
                Entire Agreement; Applicable Law.

            


    

     

    This
      Agreement constitutes the entire agreement and understanding of the Parties
      with
      respect to its subject matter, supersedes all prior negotiations, understandings
      and agreements concerning the subject matter thereof, and shall be construed
      and
      interpreted in accordance with the laws of the State of Nevada, without regard
      to the law of the conflicts of law of said State. 

     

    Any
      headings in this Agreement are for convenience only and not intended to
      influence its construction. In this Agreement, unless the context requires
      otherwise, the singular includes the plural, and the plural includes the
      singular, and all references to Sections shall be to sections of this
      Agreement.

     

    
      	
              11.04
                

            	
              Counterparts.
                This Agreement may be executed in counterparts, each of which shall
                be
                deemed an original, and which together shall constitute one and the
                same
                instrument.

            


    

     

    
      	
              11.05
                

            	
              Amendment
                and Modification.
                This Agreement may not be amended or otherwise modified except by
                a
                writing referring to this Agreement duly executed by both of the
                Parties.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	11.06	
              Notices.
                Any written notice or other communication required or permitted hereunder
                shall be deemed given when delivered personally or deposited in the
                mails
                of the country of origin of such written notice by air mail, registered
                or
                certified, or its equivalent in the country of origin, postage prepaid,
                addressed as follows, or when sent by telefax providing proof of
                receipt
                is received by the sender:

            


    

     

    
      	
            	(a)	
              If
                sent to the Vendors to: 

            


    

     

    
      	
              Megola
                Inc

            	
              MSE
                Enviro-Tech Corp

            
	
              446
                Lyndock St., Suite 102

            	
              330
                Franklin Rd, Ste 135A

            
	
              Corunna,
                Ontario, N0N 1G0

            	
              Brentwood,
                TN 37027

            
	
              Canada

            	
              USA

            
	
              Tel:
                519-481-0628

            	
              615-478-2322

            
	
              Fax:
                519-481-0629

            	
              615-373-0472

            


    

     

    
      	
            	(b)	
              If
                sent to the Purchaser to: 

            


    

     

    
      	
              Janus
                Products Corp.

            
	
              c/o
                Verbeek & Verbeek Law

            
	
              1020
                Matheson Blvd E, Unit #11

            
	
              Mississauga,
                Ontario, Canada

            
	
              L4W
                4J9

            
	
              Tel:
                905-602-6000

            
	
              Fax:
                905-602-5000

            


    

    


    or
      to
      such other address or telefax number as may be furnished in writing in such
      manner by either Party. Any written notice or other communication given in
      any
      manner other than as provided in this Section 11.05 shall be deemed to have
      been
      given only when actually received.

    


    
      	
              11.07
                

            	
              Further
                Assurances.
                The
                Parties shall execute and deliver such documents and take such other
                actions as may reasonably be required, from time to time, in order
                to
                effectuate the purpose and to carry out the terms of this
                Agreement.

            


    

     

    
      	
              11.08
                

            	
              No
                Waiver.
                The failure or omission by either Party to insist upon or to enforce
                any
                of the terms hereof shall not be deemed a waiver by such Party of
                the
                right to protest or terminate this Agreement for breach of any such
                terms,
                unless such waiver shall be in a writing referring to this Agreement
                and
                duly executed by such Party. A waiver of any right on one occasion
                shall
                not constitute a bar to, or a waiver of, any such right on any future
                occasion.

            


    

     

    
      	
              11.09
                

            	
              Relationship
                Between the Parties.
                The relationship between the Parties is as between principals and
                not as
                between principal and agent. Neither Party shall have the authority
                to
                bind the other in any manner whatsoever, and neither Party shall
                hold
                itself out, or otherwise describe itself as, agent for the other
                by way of
                correspondence, document, nameplate, sign or any other oral or written
                notice or other communication.

            


    

     

    
      	
              11.10
                

            	
              Survival.
                The provisions of Section 8 shall survive any termination of this
                Agreement as a separate agreement of the
                Parties.

            


    

     

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF this Agreement has been executed by the duly authorized officers
      of the parties hereto, to be effective as of the date first written
      above.

     

     

    
      	
              Megola
                Inc.

            	
              MSE
                Enviro-Tech Corp.

            
	 	 
	
              Per:

            	
              Per:

            
	 	 
	
              Joel
                Gardner (for Megola Inc.)

            	
              Mike
                Robinson (for MSE Enviro-Tech Corp.)

            
	 	 
	
              Date:
                November 21, 2007

            	
              Date:
                November 21, 2007

            
	 	 
	 	 
	
              Janus
                Products Corp.

            	 
	 	 
	
              Per:
                

            	 
	 	 
	
              Peter
                George (for Janus Products Corp.)

            	 
	 	 
	
              Date:
                November 21, 2007

            	 


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      ‘A’

     

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      ‘B’

     

    Payment
      Schedule

     

    


     

    
      	
              Product
                / Remarks

            	
              Paid
                To

            	
              Amount

            	
              Units

            
	
               

              Fire
                Blanket / Royalty

               

            	
               

              Vendors

               

            	 	
               

              per
                Blanket

               

            
	
               

              Fire
                Blanket / Cost each

               

            	
               

              Vendors

               

            	 	
               

              per
                Blanket

               

            


    

    


     

    All
      payments made by Janus Products Corp. to Vendors as detailed in Section
      2.03

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Exhibit
      ‘C’

     

    Certification
      Documents

     

    NFPA
      701

     

    Standard
      Methods of Fire Tests for Flame Propagation of Textiles and
      Films

     

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    NFPA
      2112

     

    Standard
      on Flame-Resistant Garments for Protection 

    on
      Industrial Personnel Against Flash Fire 

    Section
      7.1: Fabric Requirements