Licensing Agreement



     Agreement made this 30th day of May, 2007, by and between Evans Systems,

Inc., a Texas Corporation, with a principal place of business at 1 Town Square

Boulevard, Ste. 347, Asheville, North Carolina 28803 ("Licensee" or "Evans

Systems") and Childwatch, Inc., a Not for profit Corporation, with a principal

place of business at P.O. Box 691782, Orlando, Florida 32869 ("Licensor" or

"Child Watch").



                                    RECITALS



     WHEREAS, Child Watch is the sole owner of certain trademarks, service

marks, and trade names;



     WHEREAS, Child Watch is in the business of assisting parents of missing

children and working with law enforcement in the search for a missing child by

organizing volunteers and distributing posters; and



     WHEREAS, Evans Systems is desirous of obtaining a license to utilize

certain trademarks and service marks of Child Watch in connection with the

development of a Child Watch Alert Network on a digital signage network for the

purpose of displaying pictures of missing persons to the public; and:



     WHEREAS, Child Watch is agreeable to such use by Evan Systems of certain

trademarks and service marks subject to the provisions of this Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants hereinafter set

forth, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the parties agree as follows:



     1. (a) Licensor grants to Licensee a License to the exclusive right to

market the Product and Service and brand name world wide for a period commencing

on June 1, 2007 (the "Effective Date") and ending five (5) years from the

Effective Date (the "Initial Term") unless sooner terminated pursuant to the

provisions of this Agreement. The term "License" as used herein shall mean the

exclusive non-transferable right of Licensee to reproduce, market and distribute

to end-users the Product and Service, Child Watch brand name and pictures of

missing persons subject to the provisions of this Agreement. "Exclusive" shall

mean that Licensor shall not engage in any similar promotions with other

competing companies of Licensee during the term of this Agreement.



        (b) Grant. Subject to the provisions of this Agreement, including

without limitation all Child Watch approval rights described herein, Child Watch

hereby grants to Evan Systems, and Evan Systems hereby accepts the grant by

Child Watch of, the exclusive, nontransferable right and license during the Term

of this Agreement to use the Licensed Rights solely in connection with the

development and operation of the Child Watch Network ("Network") in the

Territory in accordance with the Terms set forth herein. "Licensed Rights" shall

mean the right to develop and operate the Child Watch Network in the Territory,



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the right to offer the programs ("Licensed Services") subject to Child Watch's

approval rights. The network will be named "Child Watch Network" and Child Watch

will be the exclusive organization.



        (c) Reservation of Rights. No license or right is granted for the use of

any trademark, service mark, trade dress, logo or similar identifying design

other than the Licensed Marks and no right is granted for the offering of

License Services or the sale of Branded Merchandise by any means or method other

than as set forth in this Agreement and the attached Schedules; and Evans

Systems shall exercise Licensed Rights and use the Licensed Marks only for the

purposes of this Agreement and as prescribed herein, only with respect to the

Licensed Rights, and only to offer such Licensed Services and/or sell such

Branded Merchandise pursuant to the terms of this Agreement. Except as expressly

set forth in this Agreement, no right of renewal or option to extend is granted

and Evans Systems shall have no right to exercise the Licensed Rights; no right

to use the Licensed Marks; and no right to continue marketing, distributing or

selling Licensed Services and/or Branded Merchandise or to continue holding

itself out as a licensee of Child Watch after the expiration or termination of

this Agreement. Evan Systems shall have the right to a "Sell-Off" period as

described in this agreement. All rights not specifically granted in this

Agreement are expressly reserved by Child Watch.



        (d) It is mutually agreed that either party may terminate this Agreement

at the end of the Initial Term by giving the other party written notice thereof

at least Three (3) months prior to the expiration of the Initial Term. Should

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