DISTRIBUTION LICENSING AGREEMENT

DISTRIBUTION LICENSING AGREEMENT Lake Taihu, China

BETWEEN:

pH Solutions, Inc. a company organized under the laws of Delaware, having its registered office at 818 18" Street, Suite 410, Washington, D.C., 20006, hereafter referred to as "pH Solutions", On the one hand,  AND:   Homeland Security Networks, Inc" a company organized under the laws of Nevada, having its registered office at 140 Smith Street, Keasbey NJ 08832 Hereafter referred to as "Licensee", On the other hand.

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IT HAS BEEN AGREED AS FOLLOWS:

Article 1: APPOINTMENT OF LICENSEE

1.1

pH Solutions hereby appoints Licensee, which accepts, for the term and at the conditions provided in this Agreement, as its exclusive Licensee of the products produced or supplied by pH Solutions as defined in SCHEDULE I (hereinafter referred to as the "Products") in the territory as defined in SCHEDULE 2 (hereinafter referred to as the "Territory"). Exclusivity is therefore, specific only to those product applications, projects and/or territories as defined therein.

1.2

It is agreed that in the event pH Solutions would discontinue the manufacturing and/or supply of any of the Products, this Agreement will be automatically terminated relative to the terminated products without prior notice nor payment of an indemnity, in its entirety, or as far as the Products that pH Solutions ceases to manufacture or supply are concerned. Notwithstanding the above, should pH Solutions determine to discontinue a product, pH Solutions will notify the Licensee not less than 120 days in advance of the formal production date to enable the Licensee to place fmal orders. In addition, upon such notification, pH Solutions will enter into a good faith negotiation with the Licensee, if necessary to reach an agreement for a manufacturing license to allow the continued production of the product for or by the Licensee.

The same is agreed in the event pH Solutions, as well as its subsidiaries or affiliated companies, would discontinue the manufacture or supply of the Products.

1. 3 It is further agreed that pH Solutions may add new items to the Products initially covered herein, which items Licensee shall distribute pursuant to this Agreement.

1.4

Licensee shall comply with all applicable laws and regulations in respect of the import, warehousing, advertising, distribution and other aspects of the selling of the Products in the Territory.

Article 2: NATURE OF THE LICENSE

2.1.

The present License being granted on an exclusive basis subject to the specific requirements of the Licensee under SCHEDULES 1 and 2, accordingly pH Solutions will not promote, sell, offer or distribute the Products in the Territory and/or grant to any third party, directly or indirectly, through its own subsidiaries or affiliated companies or through subsidiaries or affiliated companies of pH Solutions, the right to promote, sell, offer or distribute the Products as herein defined in the Territory as herein defined.

For the purposes of this provision, third party is defined as any party other than pH SOlutions, its subsidiaries or affiliated companies.

2.2.

Licensee shall not, during the term of this Agreement, engage in the manufacture, sale, distribution or commercial representation, either directly or indirectly, through subsidiaries or affiliates, of any products similar to or competitive with the Products, without the prior and express written consent of pH Solutions. pH Solutions shall at all times be the sole manufacturer of the Products.

It is understood that Licensee shall be entitled, in compliance with its obligations under this Agreement, to continue the commercialization of products manufactured by third parties which are non competitive with the Products. Current products in this classification are in Exhibit A.

2.3.

Licensee shall not directly or indirectly prospect or solicit customers for the Products outside the Territory, nor establish any branch or distribution warehouse in respect of the Products outside the Territory without prior written consent by pH Solutions.

2.4.

Licensee shall not, without the prior and express written consent of pH Solutions, sell or distribute the Products in the Territory through subsidiaries, affiliates, sub­Licensees, sub agents or licensees or through any person, firm or corporation other than Licensee.

2.5

Throughout the term of this Agreement, the Licensee shall disseminate within the Territory such sales literature in respect of the Products as pH Solutions shall provide or approve in writing, in advance. The Licensee shall disseminate only those materials regarding the Products that have been approved in writing in advance.

2.6

Licensee shall make no representations whether written or oral as to the Products except as specifically set forth in literature provided by pH Solutions in respect of the Products.

Article 3: LICENSEE ACTIVITIES

3.1.

i) Category I: Direct accounts

pH Solutions shall sell Products within the Territory directly to customers falling in such category and Licensee shall not be entitled to any compensation in respect of such sales.

Category I customers shall be those accounts whose product applications are other than those defined on Schedule I. A list of the current customers falling in category i) is attached hereto as Exhibit B. Such list may be supplemented in the future to include other customers. For the purpose of this provision, a direct account customer is defined as a finn, which was sold in the Territory, directly by pH Solutions without referral or assistance of the Licensee.

ii)

Licensee accounts

Customers falling in such category shall, as a rule but subject to pH Solutions rights under Article 2.1 above, be supplied and serviced directly by Licensee.

Customers falling under category ii) shall be all customers not falling in category i) above.

Parties agree that in the event Licensee would notify to pH Solutions its decision not to supply directly a customer falling in category ii) for any reason, pH Solutions may sell to such customer directly and Licensee shall not be entitled to compensation on such sale.

Parties further agree subject to the conditions of ArticlelO.5, that once a customer project account has been assigned to a Licensee via an accepted sales order, no future sales will be accepted from such project account during the term of this Agreement or its' extensions, except through Licensee without the express prior written consent of the Licensee.

3.2.

It is expressly agreed that pH Solutions shall decide alone customer classification within the 2 categories mentioned under 3.1. above, following the criteria provided therein.

3.3.

Licensee shall not act as a proxy of pH Solutions and shall not hold itself out as having authority to represent or to act for pH Solutions generally.

It will not give any guarantee or undertake any obligation, which might commit pH Solutions, except with its prior and express written consent.

Article 4: SALES CONDITIONS

A) Delivery

pH Solutions shall sell the Products to Licensee pursuant to written orders addressed by Licensee. No order shall be effective unless and until accepted in writing by pH Solutions.

The Products shall be delivered f.o.b. pH Solutions' plant to Licensee unless the contrary is expressly agreed upon in writing by pH Solutions. Transfer of title to the Products shall occur upon carrier's acceptance ofthe shipment at pH Solutions' plant.

All risks relating to the Products, including the risks involved in transport, shall pass on to the Licensee upon delivery. pH Solutions will work with Licensee, in good faith to introduce Licensee's preferred carriers if any, to pH Solutions' manufacturing operations to insure cost effective shipping. Such consideration will not be unreasonable withheld.

Should pH Solutions adopt an Ex Works Sales policy, Licensee shall have the authority to determine the mode of shipment and the carrier to be used. In such a case, all risks relating to transport shall be borne by Licensee.

B) Prices

Unless the contrary is expressly stipulated in writing, the sales prices of the Products to the customer shall be those set forth in the current price lists set up by pH Solutions.

Except as may otherwise be agreed from time to time, prices given to Licensee will exclude transport and insurance. They will also exclude taxes and duties.

Licensee acknowledges and agrees that pH Solutions shall have the right from time to time to raise or lower sales prices upon six (6) months prior written notice to the Licensee. Prices to the Licensee will however, reflect the lowest price for such application as is offered to any other Customer or Licensee within the Territory for that application.

C) Payment

Payments for all sales to Licensee shall be made by Licensee to pH Solutions, as provided on the invoice, and according to the terms as stated on Schedule 4 or its' amendments and those of EXHIBIT C attached hereto.

Late payment interest will be due, as of right and without notice, on any sum remaining unpaid on its due date.

D) General sales conditions

Save otherwise expressly provided in the present Agreement, sales of Products to Licensee shall be made according to the terms of pH Solutions general sales conditions, in force at the time of conclusion of said sales.

A copy of the current general sales conditions of pH Solutions is attached as Exhibit C to this Agreement.

The provisions of the present Agreement and the special agreements reached with reference to every specific order will in all cases prevail on pH Solutions general sales conditions.

pH Solutions general sales conditions will in all cases prevail over any conditions of sale specified on Licensee's purchase orders.

Article 5: DUTIES OF LICENSEE

A) Sales efforts

Licensee shall, throughout the term of this Agreement, aggressively promote and sell the Products in the Territory.

During the month of September of each year, at the latest, parties shall agree on the budget and sales objectives to be reasonably achieved by Licensee during the next calendar year. Licensee shall maintain at all times, an adequate budget to perform the duties under this Agreement.

B) Marketing program

Licensee and pH Solutions shall, throughout the term of this Agreement, comply with the marketing program for the Territory, of which the current version is in Exhibit D attached hereto. It is understood that the marketing program may be reviewed from time to time by mutual agreement of the parties.

The marketing program shall among others cover promotional activities, technical programs and prospects and matters concerning specific accounts in the Territory.

C) Organization and Staff

Licensee will on a continuous basis for the term of this Agreement maintain an appropriate technical and commercial organization to fully perform its duties under the present Agreement. Licensee shall among other:

have appropriate offices f