STOCK BONUS AGREEMENT

     THIS STOCK BONUS AGREEMENT, dated as of January 9, 2004 (the
"Agreement"),  by and between Megola, Inc., a Nevada  Corporation
(the  "Company") and Dennis Davies (the "Employee")  (a  "Party",
collectively, the "Parties").

                            RECITALS

      WHEREAS,  the  Company has requested of  Employee  and  the
Employee has agreed to provide certain marketing services.

      WHEREAS, in connection with and in consideration for and as
a  bonus  for such services, the Company has agreed to compensate
Employee  with  common  stock of the  Company  in  lieu  of  cash
payment.

      NOW,  THEREFORE, in consideration of the premises  and  the
mutual covenants contained herein, the Parties agree as follows:

            1.     Services.  Employee  has  provided  sales  and
marketing  services  and will continue to  do  so.  NONE  OF  THE
SERVICES PROVIDED BY EMPLOYEE HEREIN SHALL INVOLVE THE RAISING OF
DEBT  OR  EQUITY CAPITAL, AND NOTHING IN THIS AGREEMENT SHALL  BE
CONSTRUED AS TO OBLIGATE OR REQUIRE THE EMPLOYEE TO RAISE DEBT OR
EQUITY CAPITAL.

The Parties hereby confirm and acknowledge that the services
rendered by Employee hereunder:  (a) consist and will consist of
bona fide services rendered and to be rendered to Company, (b)
are not and will not be in connection with the offer or sale of
securities in capital raising transactions, and (c) do not and
will not promote or maintain a market for the securities of
Company.

            2.    Compensation.   (i)  In  consideration  of  the
Services to be provided by the Employee, as a bonus and  in  lieu
of  a  cash  payment,  the Company agrees to  issue  to  Employee
500,000 shares of common stock of the Company.

               (ii) The Company hereby agrees to register 250,000
of  the  Shares  by  filing  a  Form S-8  Registration  Statement
covering  the  Shares  on  the of the  date  of  this  Agreement.
Employee  shall  take  any  action reasonably  requested  by  the
Company in connection with registration or qualification  of  the
Shares  under  federal or state securities  laws   The  remainder
shall  be  restricted  and  can  only  be  resold  under  federal
securities  laws  after  receipt  of  an  acceptable  opinion  of
counsel.

                 IN  WITNESS  WHEREOF, THE  PARTIES  HERETO  HAVE
EXECUTED THIS INSTRUMENT THE DATE FIRST ABOVE WRITTEN.

                              Megola, Inc.

			      _________________________________
			      Joel Gardner, President

			      EMPLOYEE


			      By: _____________________________
			      Dennis Davies