CONTINUATION OF

                          EXCLUSIVE LICENCE AGREEMENT

                                    BETWEEN

                             DURISOL RESOURCE INC.

                                      AND

                           SMITH-MIDLAND CORPORATION



THIS AGREEMENT is made on the 1st day of January 1999



BETWEEN:       DURISOL RESOURCE INC.,

               67 Frid Street

               Hamilton, Ontario, Canada

               L8P 4M3



               hereinafter referred to as ('the Licensor') of the one part



and            Smith-Midland Corporation

               P.O. Box 300

               Midland, Virginia 22728

               USA



               hereinafter referred to as ('the Licensee') of the second part.



WHEREAS



By an Agreement dated January 20, 1990, DURISOL INTERNATIONAL CORP. has granted

an Exclusive Licence to the Licensor for the Patents, Know-How and technology

owned by Durisol International Corp. in relation to the manufacturing process

for producing the Wood Concrete and lightweight concrete described in Schedule 1

hereto ('the Durisol process').



The Licensor granted an Exclusive Sub-Licence ending January 22, 1999 for a

Field of Use in the Territory for all the Patents and Know-How licensed to the

Licensor by Durisol International Corp. along with certain ancillary rights as

set out herein to the Licensee in return for the licence fee and royalties

payable as set out herein;



The Licensor wishes to extend the Exclusive Sub-License for a further five year

period under the same conditions set out for the previous three years ending

January 22, 1999, except for the minor modifications set out in clauses 1.2,

1.10, 1.11, 2.1, 4, 6.1, 6.2, 11, 17, Schedule 2, Schedule 3.



                                       1



{PAGE}



NOW THEREFORE IT HAS BEEN AGREED as follows:



1.   DEFINITIONS



     1.1  'The Territory' means the States of Virginia, and The District of

          Columbia.



     1.2  'The Field of Use' means the use of the Patents and the Know-How in

          the construction of transportation and outdoor applications in the

          Territory, specifically excluding Durisol facade panels, floor forms,

          etc.



     1.3  'The Patents' means all or any of the Patent(s) in relation to the

          Durisol Products or the Invention granted to anyone in the Durisol

          Group during the life of this Agreement and not limited to those

          patents in existence at the date hereof, short particulars of which

          are set out in Schedule 3 hereto.



     1.4  'The Durisol Group' means Durisol International Corp., any or all of

          the licensee(s) of the Patents, Know-How and/or the Invention, or the

          Licensor and/or any of the aforementioned entities, officers,

          directors, shareholders, agents, associates or nominees.



     1.5  'The Know-How' means all information, knowledge, experience, formulae,

          data processes drawings and designs howsoever or wheresoever arising

          concerning the Patents, the Durisol Products and/or the Invention in

          the possession, custody or control of the Durisol Group; including

          also the results of all tests (and results) on the Durisol Products in

          the possession or under the control of the Licensor or any member of

          the Durisol Group ("The Test Data");



     1.6  'The Invention' means the Patents, the Know-How, The Durisol Process

          and all aspects of the manufacture of the Durisol Products including

          without limitations:



          1.6.1  The composition of the Durisol Products, raw materials,

                 auxiliary materials, and binders actually in use in the Durisol

                 Factories around the world or in any other factory or facility

                 licensed by Durisol International Corp. as well as basic

                 materials not yet utilized on an industrial scale, but tested

                 in the laboratory, for example raw materials such as vegetable

                 substances of various kinds and shapes, including wood from

                 European, North American, Mexican, South American and other

                 origins broken down in various ways, and the corresponding

                 treatment for mineralization and for compatibility with cement

                 or similar binders or similar materials.



          1.6.2  The arrangement of the factory and the nature of the

                 manufacturing equipment for the manufacture of the Durisol

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