TECHNOLOGY LICENSE AGREEMENT

TECHNOLOGY LICENSE AGREEMENT

THIS TECHNOLOGY LICENSE AGREEMENT (this "License"), is made as of August 18, 2005 (the "Effective Date") by and among Epic Financial Corporation, a Nevada corporation ("Epic"), having an address at 7545 No. Del Mar Avenue, Suite 102, Fresno, California 93711, Inkway Corporation, a Nevada corporation ("Licensee"), a wholly-owned subsidiary of Epic, having an address at 7545 No. Del Mar Avenue, Suite 102, Fresno, California 93711, on one hand, and AccuBrite Inc. , a New York corporation ("Licensor"), having an address at 7407 No. Woodson Avenue, Fresno, California 93711, on the other hand (Licensee and Licensor, each a "Party" and collectively the "Parties"), with respect to the following facts:

RECITALS

WHEREAS, Licensor owns the rights in and to the Licensor Technology.

WHEREAS, Licensee desires to license the Licensor Technology from Licensor.

WHEREAS, Licensor is willing to grant, and Licensee is willing to accept, a license to the Licensor Technology on the terms and conditions of this License.

WHEREAS, Epic, Licensor and Licensee have entered into at certain Management Agreement of even date hereof in order to maximize the mutual benefits which they might realize under this License.

NOW, THEREFORE, based on the foregoing premises and in consideration of the promises contained in this License, the Parties hereto hereby agree as follows:

1.

DEFINITIONS .

1.1

Confidential Information .  "Confidential Information" means all information regarding a Party's business or affairs, including, without limitation, business concepts, processes, methods, systems, know-how, devices, formulas, product specifications, marketing methods, prices, customer or user information, customer or user lists, methods of operation, or other information, whether in oral, written, or electronic form, of the other Party designated as confidential or, that based on the circumstances, a reasonable person would know is confidential.  The following information will not be considered Confidential Information:  (i) information that is or becomes publicly available through no fault of the Party obligated to keep it confidential; (ii) information that was rightfully known by a Party prior to commencement of discussions regarding the subject matter of the Agreement; (iii) information that was independently developed by a Party without use of the Confidential Information; and (iv) information rightfully disclosed to a Party by a third party without continuing restrictions on its use or disclosure.  

1.2

Improvement . "Improvement" means any improvement, modification, amendment, invention, enhancement, correction, new version, update, upgrade, advancement, or addition, to or associated with, the Licensor Technology.

1.3

Intellectual Property Rights .  "Intellectual Property Rights" means any and all (by whatever name or term known or designated) now known or hereafter existing throughout the world:  (i) rights associated with works of authorship, including, without limitation, all exclusive exploitation rights, copyrights, moral rights, and mask-works; (ii) trade secret rights and other Confidential Information; (iii) patents (including, without limitation, reissues, divisions, reexaminations, extensions, provisionals, continuations and continuations-in-part thereof), designs, and other industrial property rights; (iv) all other intellectual and industrial property and proprietary rights of every kind and nature, whether arising by operation of law, contract, license, or otherwise; (v) formulas, ideas, concepts, methods, know-how, processes, devices, and the like, whether or not any of the foregoing are protectable under law; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, reissues, and the like.

1.4

Licensee Improvement .  "Licensee Improvement" means an Improvement solely paid for by Licensee.  

1.5

Licensor Technology .  "Licensor Technology" means all Intellectual Property Rights and all matters in support of the Intellectual Property Rights, including all ink technology, formulation and designs currently owned or used by Licensor in connection with manufacture, distribution, and application of ink products by Licensor, including, without limitation the technology described on Schedule A, and all Improvements thereto, except the Licensee Improvements.

1.6

Net Revenue .  "Net Revenue" means the "net profits before taxes" (as defined by U.S. GAAP), of Licensee as reflected in the Licensee's annual audited financial statements for the Licensee's fiscal years ending October 31.  

1.7

Adjusted Gross Revenue .    "Adjusted Gross Revenue" means gross revenues minus cost of goods sold, costs of media and costs of delivery.

2.

LICENSE .

2.1

Grant .  Licensor grants to Licensee, and Licensee hereby accepts from Licensor, upon the terms and conditions in this License, a world-wide, perpetual, irrevocable, exclusive (as to the world, including the Licensor), transferable, royalty-bearing, right and license to make, use, sell, offer to sell, improve, or otherwise obtain benefits, directly or indirectly, from or in respect of the Licensor Technology, without any limitations, except as subject to the terms and conditions set forth herein.  

2.2

Right to Grant Sub-Licenses .  Licensee shall have the right to sublicense any or all of the rights granted in Section 2.1 to one or more third parties with the prior written consent of Licensor.

3.

PROPRIETARY RIGHTS .

3.1

Registration .  From time to time at its sole cost and expense, Licensor shall have the right, but not the obligation, to seek patent protection, registration, or similar protection (collectively, "Registrations") of or for its Intellectual Property Rights in and to the Licensor Technology or any Improvements thereto, except Licensee Improvements.  Any rights conferred to Licensor under any Registration will automatically be included within the scope of the license granted to Licensee in Section 2.  

3.2

Ownership of Intellectual Property - Licensee Improvements .  Licensee shall own all Intellectual Property Rights in and to any Licensee Improvements.    

3.3

Confidentiality .  

(a)

Obligation of Confidentiality .  Each Party shall: (i) hold all Confidential Information of the other Party in confidence using at least the same measures as it does to protect its own Confidential Information of a similar nature, but not less than reasonable care, and not disclose the Confidential Information to any third party except to the extent permitted by the terms of this License; (ii) not remove or permit to be removed from any item any proprietary, confidential or copyright notices, markings or legends placed thereon by either Party; (iii) use the other Party's Confidential Information only in the course of performance pursuant to this License; and (iv) disclose the other Party's Confidential Information only to those of its employees, representatives, agents and contractors that need to know it, and only for the purpose of rendering assistance to the Party performing its obligations under this License.  Promptly following the request of a Party owning Confidential Information or upon expiration or termination of this License, each Party shall return to the other Party all such other Party's Confidential Information delivered or disclosed, together with all copies thereof at any time made by such Party.

(b)

Disclosure Required by Law .  Either Party shall have the right to disclose Confidential Information as required by law or legal process or under the applicable rules of a securities market or exchange; provided, however, that the disclosing Party shall use reasonable efforts to give the other Party a reasonable opportunity to intervene to prevent such disclosure or to obtain a protective order, and that any Confidential Information so disclosed otherwise remains subject to the confidentiality obligations set forth in this Section.  

3.4

No Challenge To Rights .

  Neither Party shall do anything that may adversely affect the validity or enforceability of any Intellectual Property Right owned by the other Party, including, without limitation, any act, or assistance to any act, that may infringe or lead to the infringement of any such Intellectual Property Right.

3.5

Injunctive Relief .  Each Party agrees that if it breaches any of its obligations with respect to the other Party's Confidential Information or infringes the other Party's Intellectual Property Rights, it will cause the other Party irreparable injury that cannot be readily remedied in monetary damages in an action at law. Therefore, each Party agrees that the other shall be entitled to obtain, on an expedited basis from any court of competent jurisdiction, and without the requirement of the posting of a bond, immediate injunctive relief to enjoin any such breach or prospective breach or any infringement or prospective infringement.  The foregoing shall be in addition to, and not in lieu of, such other remedies as a Party may otherwise have available to it under applicable law.

4.

ROYALTIES AND PAYMENTS .  

4.1

Upfront Payment .  As consideration for the rights granted to Licensee in Section 2, upon execution of this License, Epic shall:

(a)

cancel, discharge and release Licensor from all outstanding obligations owing to Epic, as evidenced and owing under those certain promissory notes between Epic and Licensor dated April 5, 2005, May 5, 2005, June 5, 2005, July 5, 2005 and August 17, 2005 in the principal outstanding aggregate amount of $64,000 and all interest accrued thereunder; and

(b)

issue, transfer and deliver 3,800,000 restricted shares of Epic's common stock, par value $0.001 ("Epic Shares") to Licensor.

4.2

Ongoing Royalty .  From and after the date hereof, Licensee shall pay Licensor 25% of all Net Revenue of Licensee (the "Ongoing Royalty Payments"). The Ongoing Royalty Payments shall be made in the form of cash advances on available cash flow of Licensee.  As soon as Inkway's cash flow permits it, such cash advances shall be paid monthly in an amount equal to 20% of Adjusted Gross Revenue of Inkway for the prior month.  

4.3

Payment Terms .  Any adjustments between the cash advances and the Ongoing Royalty Payments that may be due Licensor under this License shall be made as soon as reasonably practicable following completion of the Licensee's annual audited financial statements for each of Licensee's fiscal years, beginning as of the end of the fiscal year which starts October 31, 2005.  If there has been an overpayment of cash advances as reconciled against the Ongoing Royalty Payments, future cash advancements and future Ongoing Royalty Payments shall be adjusted accordingly. In connection with each such Ongoing Royalty Payment, Licensee shall furnish a statement, in reasonable detail, setting forth the amount of Net Revenue received and its calculation of the royalties due to Licensor for such Ongoing Royalty Payment.

4.4

Effect of Termination of Management Agreement .  In the event that the Management Agreement by and between the parties hereto (the "Management Agreement") is terminated, for any reason, the cash advances towards the Ongoing Royalty Payments shall be modified to be 40% of Adjusted Gross Revenue of Licensee and the Ongoing Royalty Payments shall be modified to be 50% of all Net Revenue of Licensee, both effective as of the date of termination of the Management Agreement.  

5.

ENFORCEMENT .  Each Party shall notify the other Party promptly in writing of any suspected infringement or misappropriation of the Intellectual Property Rights of the other Party by a third party and shall provide the other Party with all documents and information relating thereto.  With respect to any Intellectual Property Right owned by either Party, the owner of said right shall have the right, but not the obligation, to take action in its own name to secure the cessation of any infringement or misappropriation of the Intellectual Property Right or to bring an action against the alleged infringer.  The Party bringing the action shall bear the expense of prosecuting any infringement action and shall be entitled to any monies recovered in such an action. In any suit or dispute involving an alleged infringer, each Party shall fully cooperate with the other Party.  At the request and expense of any Party, the other Party shall permit access to all relevant personnel, records, papers, information, samples, and the like, during regular business hours.

6.

REPRESENTATIONS AND WARRANTIES OF THE PARTIES.  Each Party hereby represents and warrants to the other that:

6.1

Power and Authority .  It has the full right, power and authority to (i) enter into this License, (ii) grant or receive all rights that have been licensed under this License and (iii) perform its obligations under this License.  The execution and delivery of this License and the consummation of the transactions contemplated hereby have been duly authorized by the respective parties.

6.2

Binding Agreement; No Violation .  This License constitutes the legal, valid and binding obligations of the respective Parties hereto, enforceable in accordance with its terms (except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium, or similar laws affecting the rights of creditors generally or general principles of equity).  Neither the execution, delivery or performance of this License, nor the consummation of the transactions contemplated hereby, nor the compliance with the terms of this License, will result in a breach of any term or provision of said Party's corporate charter or bylaws or to the best of its knowledge, any statute, rule or regulation applicable to said Party, nor conflict with or constitute a default under any agreement to which a Party hereunder is bound or to which its assets are subject, or any instrument, judgment, decree, writ, or other restriction to which a Party or its assets are bound.  

6.3

No Infringement .  To its knowledge, the exercise of the rights granted to the other Party under or in the course of performance of this License will not infringe, violate, or otherwise interfere with the trademark, Intellectual Property Right, contractual or other right of any third party anywhere in the world.  

7.

REPRESENTATIONS AND WARRANTIES OF LICENSOR.  Licensor hereby represents and warrants to Epic and Licensee that:

7.1

Investment Intent .  Licensor