MEGOLA INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>v012599_ex10.txt
<TEXT>
                               PURCHASE AGREEMENT

               THIS AGREEMENT (THE "AGREEMENT") IS MADE THIS 9TH,
                          DAY OF FEBRUARY 2005 BETWEEN

MEGOLA INC., (the "Purchaser") a corporation  incorporated under the laws of the
Nevada with its principal office in the city of Corunna,  wherein the Vendor and
Megola  Inc.  hereinafter  shall be jointly  referred in this  Agreement  as the
parties (the "Parties")

                                      -AND-

UV - INNOVATION  INC., a Canadian  corporation  with its principal office in the
city of Camlachie, Ontario, (the "Vendor")

RECITAL:

For the purpose of  facilitating  the acquisition  described  herein between the
Parties,  the Parties wish to enter into this  Purchase  Agreement in order that
their respective obligations with respect to the terms and the conditions of the
business  relationship  (the  "Relationship"  or "Agreement") can be defined and
agreed to.

THEREFORE IN CONSIDERATION OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT
AND THE NON-DISCLOSURE  AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION,
THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY  ACKNOWLEDGED,  THE PARTIES AGREE
AS FOLLOWS:

This Purchase  Agreement  memorializes  the acquisition of certain  Intellectual
Property Rights (IP) between  UV-Innovation,  A Canadian corporation ("UVI") and
Megola, Inc. ("MGOA"), a Nevada corporation.

MGOA is a public company whose stock is traded on the OTCBB. At the closing,  as
hereinafter  described,  Megola  will  acquire  and own the  following  products
developed and protected by certain IP Rights owned by UVI:

      o     UV  Innovations   UV-Air   Disinfection  Unit;  Models  #1,  #2,  #3
            ("UV-Air")
      o     UV Innovations UV-Water Disinfection Unit ("UV-Water")
      o     IP Rights to above product line

CONSIDERATION

Upon  Closing  MGOA will pay a  consideration  of MGOA  restricted  common stock
("Stock  Consideration")  of 300,000 shares as per Rule 144 and MGOA shall issue
such stock in the name of UVI and or its assigns.

Name Change.  Immediately following the Closing, MGOA may change the name of the
UV-Air and UV-Water devices to a MGOA brand name.
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      o     MGOA  acknowledges that UV Innovations is supplying Excell Clean Air
            a UV-Air  device and is being  installed  as a Sear  Canada  branded
            device named and trademarked the "Germinator".
      o     MGOA further  acknowledges that the "Germinator"  trademark is owned
            by Sears Canada and may not be changed.
      o     MGOA  acknowledges   that  UV  Innovations  is  supplying   Westheat
            Industries with UV-Air devices.

Approval.  On or before the Closing Date,  each Party shall take all appropriate
and necessary  corporate  action to authorize the  transactions in this Purchase
Agreement  and obtain all required  approvals  and consents to the  Acquisition,
including  but not limited to approval by their  respective  Boards of Directors
and approval by their shareholders, if necessary.

1.    CONFIDENTIALITY, AND FURTHER COVENANTS

On Closing, UVI will supply MGOA and its authorized representatives, their:

      a.    warranty programs on the UVI devices;
      b.    agreements and obligations with present UVI distributors;
      c.    supplier agreements for the manufacturing of the UV-Air and UV-Water
            devices;
      d.    distributor  agreements  for the  manufacturing  of the  UV-Air  and
            UV-Water devices
      e.    records of past warranty work provided by UVI to its customers;
      f.    standards,  testing and ratings that have been  approved for the UVI
            devices;

The Parties  agree to cooperate  with each other in complying  with any requests
and providing such materials as the other Party may request.

      (b)   All  confidential  information  which  each  Party  or  any  of  its
            officers,  employees,  agents,  consultants, or representatives (the
            "Receiving  Party"),  may  possess  or may  receive  in  the  future
            pertaining to the business, affairs and financial or other condition
            of the other Party (the "Disclosing Party"),  shall not be utilized,
            disclosed or made available to any other person or entity other than
            current  members  of the Board of  Directors,  officers,  employees,
            agents,  consultants, or representatives of either Party without the
            express written consent of the Disclosing Party. Notwithstanding the
            foregoing, neither Party will be obliged to maintain confidentiality
            in respect of information that:

      (c)   Notwithstanding  the foregoing,  the Parties  acknowledge  and agree
            that:

            (i)   each  Party  shall,  on or before  Closing,  execute  all such
                  documents  as may be  required  to be executed by it under any
                  applicable  laws or  regulations  in order to  consummate  the
                  transactions in this Purchase Agreement;

            (ii)  each  Party  shall  co-operate  with the  other  Parties  with
                  respect  to  all  such  documents,   including  providing  all
                  information  about  the  Party  that such  other  Parties  may
                  require for such filings;

            (iii) without   limiting  the  generality  of  the  foregoing,   all
                  documents  required  to be filed  with the SEC shall be filed,
                  containing such information as required by the SEC; and

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<PAGE>

            (iv)  all  other  public  notices  to third  parties  and all  other
                  publicity or press  releases  concerning the  transactions  in
                  this  Purchase   Agreement   shall  be  jointly   planned  and
                  co-ordinated   by  the   Parties   and  no  Party   shall  act
                  unilaterally  in this regard  without the prior consent of the
                  other Party, such approval not to be unreasonably withheld.

2.    REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other as follows and acknowledges that
each is  relying  on these  representations  and  warranties  in  entering  into
Purchase Agreement and performing its obligations hereunder.

Due Incorporation - MGOA is a corporation duly incorporated and validly existing
under the laws of Nevada.  UVI is a corporation  duly  incorporated  and validly
existing under the laws of Ontario.

Capacity and Due  Authorization - Each party has the power and capacity and good
and sufficient right and authority to enter into this Purchase  Agreement on the
terms and conditions  herein set forth,  to perform its  obligations  under this
Purchase  Agreement.  The execution and delivery of this Purchase  Agreement and
the completion of the transactions contemplated herein has been duly and validly
authorized by all necessary corporate action on the part of each party.

Manufacturing - UVI presently manufactures these devices and sells them directly
to  their  customers  and  distributors.   At  closing,  UVI  will  continue  to
manufacture  these  devices and supply them to MGOA so that MGOA may continue to
supply  existing  and new  distributors,  until  MGOA  has  established  its own
manufacturing  source  at which  time  MGOA  will not be  obligated  to have UVI
manufacture the devices for MGOA.

Claim or Liens - UVI warrants that there are no liens, encumbrances or any third
party claims as it may pertain to royalties or ownership to the IP rights of the
UVI devices.

Litigation -There are no actions,  suits,  grievances or proceedings  commenced,
pending  or  threatened  against by or  relating  to UVI which may result in the
imposition of an encumbrance on the UVI IP Assets,  impose material  liabilities
on MGOA, or which may prevent,  delay, make illegal or otherwise  interfere with
the consummation of the transactions in this Purchase Agreement.

Each  party  hereby  represents  and  warrants  to  the  other  as  follows  and
acknowledges that each Company is relying on these representations made herein.

Due Incorporation - MGOA is a corporation duly incorporated and validly existing
under the laws of the State of Nevada.

Consideration  Guarantee - MGOA guarantees that on the 12 months  anniversary of
the signing of this Purchase Agreement the stock consideration given to UVI will
have a value of no less then  $200,000 USD  ("Minimum  Value") and if there is a
shortfall  of that  minimum  value,  MGOA  will  remedy  that by  either  of the
following:

      a.    issuing UVI additional MGOA common stock for the difference;
      b.    issue UVI a cash consideration for the difference;
      c.    MGOA will have the discretion of either issuing common stock or cash
            and/or a combination thereof

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<PAGE>

Buy Back Option - On the 12 months anniversary of the signing of the definitive
agreement, Megola will have the option of buying back the issued stock to UVI
for a price of no more than $4.00 per share.

3.    INDEMNIFICATION

Each party agrees to  indemnify  and hold  harmless the other and its  officers,
directors,  agents,  servants and employees  with respects to all losses arising
out of any breach of  representation,  warranty or covenant made pursuant to the
agreement,  including,  without limitation,  any representation or warranty with
respect to the existence of litigation or threatened litigation which may effect
the Assets.

Each party will agree to indemnify  and hold  harmless the other with respect to
all losses arising out of any breach of any representation, warranty or covenant
made pursuant to the Agreement.

5.    GOVERNING LAWS

The validity and  interpretation of this Purchase Agreement shall be governed by
and construed in accordance with the laws of the State of Nevada. The parties to
this Purchase  Agreement  agree that any litigation  arising out of the terms of
the proposed Merger set forth herein shall be commenced in courts located in the
State of Nevada, Clark County. All parties consent to the exclusive jurisdiction
and venue of the federal and state  courts  located in Clark County with respect
to any action arising under this Purchase Agreement.

6.    AMENDMENT

This Purchase  Agreement  shall be amended only with the written  consent of the
Parties.

7.    COUNTERPARTS

This Purchase Agreement may be executed in multiple  counterparts by original or
facsimile signature, and each such counterpart shall be deemed to be an original
instrument,  but  all  such  counterparts  together  shall  constitute  but  one
agreement.

8.    BROKERS' OR FINDERS' FEES

Each Party shall  indemnify and hold the other Party harmless from any claim for
brokerage or finders' fees arising out the transactions  contemplated  hereby by
any person claiming to have been engaged by either Party.

9.    EXPENSES

Except as provided herein,  each party shall bear its own expenses in connection
with the  preparation  for the  consummation of the transaction in this Purchase
Agreement.

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<PAGE>

10.   NO BINDING EFFECT

The understandings  contained herein constitutes a binding agreement between the
parties

      The foregoing  Purchase  Agreement is accepted,  approved and agreed to by
Megola Inc., this 9th day of February, 2005

                                            MEGOLA INC.

                                            By:______________________
                                            Name: Joel Gardner
                                            Title:   President & CEO

      The foregoing Purchase Agreement is accepted, approved and agreed to by UV
Innovations Inc., this 9th day of February, 2005

                                            UV INNOVATIONS INC.

                                            By:_______________________
                                            Name: Jeff Mayo
                                            Title: President


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