AUTHORIZED RESELLER AGREEMENT

AUTHORIZED RESELLER AGREEMENT

This Authorized Reseller Agreement ("Agreement") dated March 22, 2005

("Effective Date") is between Megola, Inc., a Nevada corporation having its

principal place of business at 446 Lyndock St #102, Corunna, ON, Canada, N0N1G0

("MEGOLA") and BUYMAX, LLC, a Missouri limited liability company having its

principal place of business at 2 North Tamiami Trail, Suite 806, Sarasota, FL

34236 ("RESELLER").

1. PURPOSE; APPOINTMENT OF MEGOLA.

(a) This Agreement provides the terms and conditions for the sale by

MEGOLA to RESELLER and the purchase and resale by RESELLER of MEGOLA's Products

as described more fully on Schedule 1(a) attached hereto, as it may be amended

by the parties from time to time ("Products").

(b) Subject to the terms and conditions of this Agreement, MEGOLA appoints

RESELLER and RESELLER accepts appointment as its authorized, sole and exclusive

RESELLER of the residential ScaleGuard devices (TFK) for the term of this

Agreement. RESELLER has the right to purchase such Products as may be made

available to RESELLER by MEGOLA from time to time for resale only to authorized

customers within the United States of America or other locations agreed to by

the parties in writing and as listed on Schedule 1(b) attached hereto, as it may

be amended by the parties from time to time (each, an "Approved Location").

(c) Nothing in this Agreement or otherwise shall preclude RESELLER from

marketing, offering and selling any other products to customers in conjunction

with the Products.

(d) MEGOLA agrees not to market, offer or sell the Products to any

contractor, company, entity or individual under any trade name or its parent,

subsidiaries or affiliates for the term of this agreement. MEGOLA may, however,

market, offer and sell the Products under its own trade name to any commercial,

industrial contractors who do not, directly or indirectly, market, offer or sell

the Products to residential customers.

2. GENERAL RESELLER REQUIREMENTS. During the term of this Agreement, RESELLER

agrees to:

(a) Use reasonable efforts to market and sell the Products in the Approved

Locations and comply with the policies, programs, and requirements regarding

marketing and Products support as may be communicated in writing by MEGOLA to

RESELLER from time to time.

(b) Maintain an inventory of the Products at each Approved Location

adequate to fulfill sales in the Approved Location.

(c) Comply with all applicable laws and regulations.

3. MINIMUM ANNUAL RESALE REQUIREMENT.

(a) In consideration of granting RESELLER exclusive resale rights,

RESELLER shall comply with the following Minimum Annual Resale Requirement (as

defined below). During each year that this Agreement is in effect, RESELLERs

purchases of Products to serve customers within the Approved Location shall be

greater than or equal to 1,000 Products. Each subsequent year this Agreement is

in effect, RESELLER's purchases of Products to serve customers within the

Approved Location shall be greater than or equal to 2,000 Products. The term

"minimal Annual Resale Requirement" refers to each of the foregoing amounts for

the first year of this Agreement and each subsequent year that this Agreement

remains in effect. If RESELLER fails to meet such Minimum Resale Requirements,

RESELLER shall lose its exclusive resale status. If This Agreement is renewed at

the end of the Initial Term the parties may determine future minimum annual

resale requirements (each, a "Revised Minimum Resale Requirement"). If this

Agreement is renewed and the parties do not determine a Revised Minimum Resale

Requirement, the then-existing Minimum Resale Requirement shall remain in effect

and shall apply to each Renewel Term until parties agreed on a Revised Minimum

Resale Requirement.

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4. TRADEMARKS. RESELLER agrees to conspicuously display such signs and other

identification of the Products at each Approved Location so as to make potential

customers and customers aware of the availability of the Products at such

locations and to market the Products as required by this Agreement, subject to

the following terms and conditions as to such usage.

(a) Subject to the terms and conditions of this Agreement, each party

grants to the other a revocable, limited, nonexclusive, nontransferable license

(without right of sublicense) to use the other party's trade names, trademarks,

service marks and other business source identifiers (collectively, "Marks") only

within the Approved Locations solely for promoting and advertising the sale and

use of the Products. Each party shall at all times comply with the other party's

quality control guidelines and procedures relating to the Marks.

(b) Upon the termination, expiration or cancellation of this Agreement, or

upon a party's demand, the other party shall immediately discontinue all use of

the Marks.

5. MEGOLA WARRANTIES. MEGOLA represents and warrants to RESELLER that:

(a) MEGOLA has all corporate or other authority to perform under this

Agreement and that such performance does not and shall not violate any agreement

to which MEGOLA is a party;

(b) MEGOLA holds all necessary federal, state and local licenses, permits,

and other permissions for MEGOLA to perform under this Agreement (including

without limitation, reselling the Products at each Approved Location) in

accordance with all applicable laws and regulations;

(c) MEGOLA is not involved in any action or proceeding and has not

received notice of any threatened action or proceeding that would jeopardize

MEGOLA's performance under this Agreement; and

(d) the Products shall be delivered to RESELLER with good title free of

any rightful third party claim of infringement of any patent, copyright,

trademark, trade secret or other intellectual property right recognized or

registered within the United States and its possessions.

6. PRODUCT WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

(a) RESELLER agrees to display all required warranties and notices in

accordance with MEGOLA's instructions and with all applicable federal, state and

local laws and regulations. RESELLER shall have the right to extend, enhance or

exclude any guarantee, warranty or representation relating to the Products or

otherwise to any customers, prospective customers or any other third parties

beyond the manufacturer's standard written warranty set forth on Schedule 6(a)

attached hereto, as it may be amended from time to time ("Manufacturer's

Warranty").

(b) All warranty claims for the Products received by RESELLER shall be

processed in accordance with MEGOLA's or the manufacturer's warranty procedures,

as may be applicable from time to time.

(c) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT,

CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST

REVENUES, LOST BUSINESS AND LOST PROFITS, REGARDLESS OF THE FORM OF ACTION

WHETHER IN CONTRACT, TORT, STRICT PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF

MEGOLA OR RESELLER OR ANY OF THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES.

7. INDEMNIFICATION.

(a) Each party shall indemnify, defend and hold harmless the other, and

their respective parent, subsidiaries, and affiliates, and each of their

respective directors, officers, employees and members from any and all damages,

injuries, costs, claims, liabilities, and expenses (including without

limitation, reasonable attorneys' fees and costs and expenses) (collectively,

"Claims") that arise out of or are related to a party's performance or failure

to perform under this Agreement, any material breach of this Agreement, and/or

any gross negligence or intentional misconduct of a party, its directors,

officers, employees and/or agents.

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(b) In addition to the foregoing general indemnity, MEGOLA shall also

indemnify, defend and hold harmless RESELLER and its respective parent,

subsidiaries, and affiliates, and each of their respective directors, officers,

employees, shareholders and members from any and all damages, injuries, costs,

claims, liabilities, and expenses (including without limitation, reasonable

attorneys' fees and costs and expenses) if any of the Products or parts thereof

are held to constitute an infringement of any third party's rights and its

intended use is enjoined. MEGOLA shall, at its option, modify the Products or

parts to become non-infringing, remove them and refund to RESELLER the purchase

price, procure for Reseller the right to continue using the Products or part, or

replace it with non-infringing Products or parts.

8. TERMS OF SALE. RESELLER agrees to purchase the Products from MEGOLA

subject to the following terms of sale:

(a) RESELLER shall deliver a purchase order ("P.O.") to MEGOLA by

facsimile, electronic mail or such other methods as are agreed to by the

parties.

(b) Each P.O. shall be deemed an offer by RESELLER to purchase the

Products listed therein and when accepted by MEGOLA shall constitute a contract

in accordance with the terms and conditions of the P.O. and this Agreement. If a

conflict arises between the two, this Agreement shall control.

(c) Each P.O. shall include the quantity and type of Product(s) ordered,

Product descriptions, Product specifications, shipment and in