Intellectual Property Assignment and Bill of sale

                                                                    EXHIBIT 10.1

                Intellectual Property Assignment and Bill of sale

      This Intellectual Property Assignment and Bill of Sale (this "Agreement")

is entered into as of August 2, 2004 (the "Effective Date"), by and between

Medstretch, Inc. a corporation organized in the State of Nevada ("Seller"), and

Dr. Kim Partridge, a resident of Ontario, Canada ("Purchaser").

                                    RECITALS

      WHEREAS, Seller is a party to that certain share exchange agreement, dated

August 2, 2004 (the "Exchange Agreement");

      WHEREAS, pursuant to the Exchange Agreement, Seller has agreed to

irrevocably transfer and assign to Purchaser all of its right, title and

interest, on a worldwide basis, in, to and under the assets, which includes

certain items of intellectual property, relating to muscular - skeletal

programs.

      NOW, THEREFORE, for the return to the Seller of all the shares of common

stock held in the Seller by Purchaser and certain other shares, all of which are

to be cancelled and returned to the status of aut