Grant of License: Winter Panel Corporation will grant the Licensee the right to use technical information and knowhow, sell and/or manufacture the products on an exclusive or nonexclusive basis in the Territory for the term of the Agreement. The License may not be assigned without prior written consent. In order to maintain the exclusive right to sell and/or manufacture in the Territory, the Licensee is required to meet a minimum annual sales volume. Should the Licensee fail to meet this minimum volume, Winter Panel Corporation may at its option convert the License to a nonexclusive basis.

Equipment Design and Manufacture: Winter Panel Corporation will prepare performance specifications and preliminary design drawings for all required equipment. The Licensee may elect to subcontract with Winter Panel Corporation for the fabrication of the equipment, seek competitive bids from third-party vendors with Winter Panel Corporation's assistance, or procure the equipment on their own.

Compensation: The Licensee will pay Winter Panel Corporation an initial license fee in two installments. The initial license fee is used to support Winter Panel’s assistance to the Licensee during the technology transfer process. In addition, the Licensee will pay Winter Panel Corporation quarterly royalties on commercial production. Royalty payments are used by Winter Panel Corporation to provide continuing technical support, for research and development, and for ongoing process and product improvement. The bulk of Winter Panel Corporation's compensation is from the royalty payments, which are due only upon the success of the Licensee.

Term and Termination: The standard License will remain in effect for a period of 10 years from execution. At the end of the 9th year, the Licensee either renews the License for 10 years with an additional payment to be negotiated, or loses the right to extend the License. If the Licensee fails to renew at the end of the 9th year the License becomes nonexclusive for the last year.

Benefits to the Buyer: Winter Panel Corporation will design a manufacturing process, which optimizes output levels to the Licensee's raw materials and labor availability. The process can be highly automated where labor costs or output requirements are high, or modified to utilize more labor where labor costs or output requirements are lower. The product also offers significant regional export potential. The universal need for housing has generated a substantial demand for state of the art construction materials and systems throughout the world. Manufacturing stressskin insulated panels in a targeted regional market will permit the Licensee to take advantage of reasonable shipping costs and regional trade agreements, eliminating excessive shipping costs and duties.