TRADEMARK LICENSE AND CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS TRADEMARK LICENSE AND CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT (" Agreement ") is made and entered into as of June 15, 2005 by and between Aronite Industries, Inc., a Nevada corporation (" Aronite "), and Special Stone Surfaces, Es3 Inc., a Nevada corporation (" Es3 "), with respect to the following facts:

A.   Aronite was engaged in the business of distributing decorative coatings that can be applied to resemble stone.

B.   Es3, among other businesses, intends to engage in a similar business and wishes to procure from Aronite certain rights and contract obligations on the terms set forth in this Agreement.

THEREFORE, in consideration of the foregoing premises and the mutual covenants contained in this Agreement, the parties agree as follows:

1.    Trademark License.

a.    License . hereby grants Es3 a thirty year exclusive, transferable, sub-licensable, except as expressly provided in this Agreement, non-assignable, terminable, license to use any and all (i) trademarks or tradenames that Aronite owns, whether or not registered with the patent and trademark office ("Licensed Trademarks") and (ii) marketing collateral, including source files and images ("Marketing Collateral").

b.    Control . This license is limited to use in North America, Central America and South America for the authorized uses specified herein. Es3 acknowledges and agrees that any and all use of the Licensed Trademarks by Es3 inures solely to the benefit of Aronite and that Aronite reserves the right in its sole discretion to control the nature and quality of the goods sold or services rendered by Es3 utilizing the Licensed Trademarks.

c.    Ownership by Aronite . Es3 acknowledges and agrees that Aronite holds all right, title and interest in the Licensed Trademarks. Any and all goodwill arising from Es3's use of the Licensed Trademarks shall inure solely to the benefit of Aronite, and neither during nor after the termination of this Agreement and the license granted hereunder shall Es3 assert any claim to the Licensed Trademarks (or any confusingly similar mark) or such goodwill. Es3 shall not directly or indirectly, during the term of this Agreement or thereafter, through itself or third parties, challenge Aronite's rights in the Licensed Trademarks. In no event shall Es3 seek to register any Licensed Trademark or any other mark used by Aronite in any country, state or territory thereof. In the event that the laws, regulations or practices of any legal jurisdiction convey any right in any Licensed Trademark used by Aronite to Es3, Es3 hereby assigns such right or interest to Aronite and agrees to enter into any further documentation required by Aronite, in its sole discretion, to perfect ownership of such right or interest in Aronite. Es3 agrees to ensure that its successors, assigns and affiliated companies, if any, comply with the terms of this provision.

2.    License Royalties

a.    Prices . Es3 shall pay to Aronite the applicable royalties set forth on Exhibit A for the Licensed Trademarks and the Marketing Collateral and other exclusive rights provided pursuant to this Agreement.

b.    Payments . Es3 will report its sales of products using the Licensed Trademarks to Aronite quarterly within thirty (30) days of the end of each calendar quarter. The report will include the information reasonably necessary to calculate the royalties due hereunder. At the time of furnishing the report, Es3 will pay to Aronite all unpaid royalties that accrued during the prior calendar quarter.

c.    Interest . Es3 shall pay to Aronite interest on overdue payments at an annual rate of 18 percent, compounded monthly, or, if lower, the maximum rate permitted by law.

d.    Taxes . All payments to Aronite hereunder shall be net of all VAT, customs duties, sales, use and other taxes or charges that may be imposed upon such payments. If Es3 shall be obliged to deduct any withholding tax from the royalties to be paid pursuant to this Agreement in accordance with any applicable tax law, Es3 shall (i) pay such additional amounts as are necessary to ensure that the net amount actually received by Aronite, free and clear of all such taxes, will equal the full amount that Aronite would have received had no such taxes been levied, and (ii) promptly provide Aronite with the necessary certificate required by any applicable tax law showing, inter alia, that such deductions have been made. Aronite shall, at the request of Es3, apply for, and use reasonable endeavors to obtain, an exemption certificate or direction to pay gross in relation to withholding taxes on royalties under any applicable tax law.

3.    Buy Out Option. All of the Licensed Trademarks and Marketing Collateral and related intellectual property under this Agreement may be purchased by Es3 at its option at any time in accordance with the formula established in Exhibit A.

4.    Contract Assignment and Assumption . Aronite hereby assigns all of Aronite's rights and obligations under that certain Sublicense and Distribution Agreement dated as of April 30, 2004 between Aronite and Fyfe Co. LLC (the " Fyfe Agreement ").   Es3 hereby accepts the assignment of the Fyfe Agreement and assumes and agrees to discharge, pay, perform and satisfy, effective as of the close of business on the date hereof, all of the duties, liabilities and obligations and covenants of Aronite pursuant to or under the Fyfe Agreement. Es3 is not assuming or otherwise responsible for any duties, liabilities and obligations of Aronite pursuant to or under the Fyfe Agreement which came due prior to the date of this Agreement. Es3 is not accepting or assuming or agreeing to discharge, pay, perform or satisfy any duties, liabilities or obligations other than the Fyfe Agreement. Without limiting the generality of the foregoing, Es3 is not assuming any contracts, warranty or support obligations for any Aronite customers.

5.    Issuance of Es3 Shares. As additional consideration for the licenses and assignment set forth in this Agreement, and in addition to the assumption of the Fyfe Agreement set forth herein, Es3 hereby transfers to Aronite 8,618,750 shares of its authorized but unissued Common Stock.

6.    Indemnification by Es3. Es3 agrees to defend, indemnify and hold Aronite and its successors, officers, directors, shareholders, employees and assigns harmless against any and all losses or damages arising out of or in connection with Es3’s performance of or failure to perform the obligations of Aronite to be performed under the Fyfe Agreement after the date of this Agreement.

7.    Indemnification by Aronite. Aronite agrees to defend, indemnify and hold Es3 and Es3's successors, officers, directors, shareholders, employees and assigns harmless against any