Exclusive Patent, Trademark and Tradename License Agreement by and between John Michael Coombs dba EASY GOLF and Bio-Thrust, Inc., a Utah corporation

Exhibit 10.1

Exclusive Patent, Trademark and Tradename License

Agreement

by and between

John Michael Coombs dba EASY GOLF

and

Bio-Thrust, Inc., a Utah corporation

John Michael Coombs dba EASY GOLF Bio-Thrust, Inc. Agreement

EXCLUSIVE PATENT, TRADEMARK AND TRADENAME

LICENSE AGREEMENT

THIS AGREEMENT is made and entered into on this 10th day of March, 2005, by and between John Michael Coombs dba EASY GOLF, an individual currently residing at 2435 Scenic Drive, Salt Lake City, Utah 84109-1481 (hereinafter referred to as "INVENTOR" or "LICENSOR") and BIO-THRUST, INC., a Utah corporation in good standing with the State of Utah, Division of Corporations and Commercial Code (hereinafter "LICENSEE") whose principal place of business is 3098 South Highland Drive, Suite 323, Salt Lake City, Utah 84106-6001, phone no. 801-467-2021, fax no. 801-467-3256.

WITNESSETH:

ARTICLE I

1.01 WHEREAS, INVENTOR/LICENSOR has invented a device, invention or product that purportedly enables or assists a person to hit a golf ball straight, an invention that INVENTOR/LICENSOR calls or has termed "The 'Swing- Channel' Golf Mat";

1.02 WHEREAS INVENTOR/LICENSOR is the owner of two U.S. trademark and trade name applications on file with the U.S. Patent & Trademark Office, one of which was applied for on September 8, 2004, Serial Number 78480447, and the other of which was applied for on March 1, 2005, Serial Number 78577944, the names of which are "Easy Golf" and "Swing-Channel," respectively, both of which have been applied for by INVENTOR/LICENSOR for use with respect to the sport of golf;

1.03 WHEREAS INVENTOR/LICENSOR is the owner of the Utah trademark "Easy Golf," Registration No. 5758081-0190, the registration for which was issued on November 4, 2004;

1.04 WHEREAS INVENTOR/LICENSOR registered, on October 4, 2004, with the Utah Department of Commerce and Commercial Code, the name "Easy Golf" as "dba" of himself in the State of Utah, Entity No. 5743928-0151;

1.05 WHEREAS INVENTOR/LICENSOR has retained patent counsel to prepare and apply for a utility patent, or, alternatively, a design patent, on "The 'Swing-Channel' Golf Mat," for which he has recently paid such counsel $4,000, and is thus in the process of so applying for United States letters patent (as specified in Section 2.01 hereinafter);

1.06 WHEREAS INVENTOR/LICENSOR has drafted and copyrighted, or will officially copyright, in his own name, a form of colored brochure or instruction manual (which will explain how to use "The 'Swing-Channel' Golf Mat") to be included in the box in which a customer will receive delivery of "The 'Swing-Channel' Golf Mat";

1.07 WHEREAS INVENTOR/LICENSOR has retained and paid a website designer who is in the process of developing and designing an Easy Golf website to be exclusively licensed to and used by LICENSEE for the commercial purposes set forth hereunder, a website that will have a fully operational "Shopping Cart" and through which credit card charges can be made for the purchase of "The 'Swing-Channel' Golf Mat";

1.08 WHEREAS INVENTOR/LICENSOR owns and has reserved the following website domain names for at least the next year, www.easygolf.biz, www.easyswinggolf.com, www.easyswinginggolf.com, www.straightswinginggolf.com, www.easyhittinggolf.com, and www.straighthittinggolf.com, all of which LICENSOR is further willing to license to LICENSEE for the purposes set forth herein;

1.09 WHEREAS, LICENSEE, is interested in acquiring, and LICENSOR is interested in licensing, or conveying by way of license, all substantial rights in and to LICENSOR's U.S. letters patent applications and any subsequently issued letters patent (including any future foreign letters patent and any foreign letters patent applications) via an Exclusive License, on terms wherein, among other things, payment of the purchase price is, in part, related to sales of "The 'Swing-Channel' Golf Mat" covered by said applications for letters patent and any subsequently issued letters patent;

1.10 WHEREAS, LICENSEE is also interested in obtaining the exclusive right to use LICENSOR's other proprietary intellectual property and other common law rights associated with, connected to, or related to the invention known as "The 'Swing-Channel' Golf Mat," including but not limited to LICENSOR'S various federal and state trademarks, tradenames, "dba's", and website domain names; and

1.11 WHEREAS, LICENSEE represents that it has the financial resources, the ability, the required manpower and the willingness to engage in and promote the manufacture, use and sale of "The 'Swing-Channel' Golf Mat" through the website it is acquiring the right to use hereunder, through golf magazine

advertising, through potential cable or other television advertising, and also through advertising through golf shops, golf stores and other retail stores or outlets around the country,

NOW, THEREFORE, in consideration of the mutual promises herein contained, the issuance to LICENSOR of thirty five million (35,000,000) "restricted" shares of $0.0001 par value common capital shares of Bio-Thrust of which there are currently a total of 7,210,410 shares issued and outstanding, the agreement to pay LICENSOR a royalty of five percent (5%) of net sales prices or net proceeds from sales (as further defined below) and good and other valuable consideration paid by LICENSEE to LICENSOR, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree and do hereby agree as follows:

ARTICLE II

Definitions

2.01 "LICENSED PATENTS" shall mean and include:

(a) All applications for U.S. letters patent (and any future foreign applications for letters patent) which are in the process of being made and applied for by LICENSOR through his patent counsel, any or all of which shall be subsequently identified and attached hereto and made a part of this Agreement, and any reissues and/or extensions thereof which shall be based on any such letters patent;

(b) Any divisional, continuation-in-while or in-part patent application, foreign or domestic, which shall be based on any patent application contemplated in the previous paragraph; and

(c) Any letters patent, both foreign and U.S., which ultimately issue on any of the patent applications described or contemplated in Paragraphs (a) and (b) above and any reissues and/or extensions thereof.

2.02 "ROYALTY BEARING PRODUCT" shall mean or apply exclusively to sales of the "The 'Swing-Channel' Golf Mat" and all materials included with it, such as any instruction manual or operating brochure.

2.03 "LICENSED PRODUCTS" shall mean all of the intellectual properties, including the Easy Golf website-related properties subject of this Agreement, and which LICENSOR, by virtue of this Agreement, is allowing LICENSEE to take and use, in any lawful manner, for commercial exploitation purposes. In particular, this term refers to the invention and product known as "The 'Swing-Channel' Golf Mat" and all intellectual property associated therewith, not the least of which is the trademark "Easy Golf ." !

2.04 "MONIES" shall mean and include all contractual front-end payments, minimum royalties, advance royalties, earned royalties and the like, without any deduction whatsoever, but shall exclude all per diems, consulting fees, reimbursement of travel expenses and the like, as, for example, provided for in Article VIII hereafter.

2.05 "NET SALES PRICE" shall be the total amount actually billed to the customer for each ROYALTY BEARING PRODUCT sold, less customary trade and quantity discounts, less allowance for returns (other than trade-ins), less value added or other sales taxes directly resulting from the sales of the ROYALTY BEARING PRODUCT which have been actually paid to LICENSEE, less any packing, shipping, handling, transportation or installation charges, if included in the invoice price and actually paid or allowed.

2.06 "CONTRACT YEAR" shall mean any 12-month period starting from the EFFECTIVE DATE and annually thereafter at the anniversary date of the EFFECTIVE DATE and comprising four (4) "QUARTER CONTRACT YEAR" periods of three (3) months each.

ARTICLE III

Ownership of Intellectual Property and Exclusive License Grants

3.01 LICENSOR hereby grants to LICENSEE, subject to the terms and conditions herein, an exclusive

right and license to manufacture, use, sell and/or otherwise commercially exploit, in any lawful manner, the LICENSED PRODUCTS during the term of this Agreement.

3.02 LICENSOR also specifically hereby grants to LICENSEE, subject to the terms and conditions herein, a license to take and use the applied-for federal trademarks "Easy Golf" and "Swing-Channel," both of which have been designated to be used in or with the sport of golf.

3.03 LICENSEE acknowledges the validity of the applied-for federal trademarks "Easy Golf" and "Swing-Channel" and shall always use, in conjunction with either mark, such notices indicative of the application or subsequent registration and ownership thereof as LICENSOR may, from time to time, require.

3.04 LICENSEE further acknowledges LICENSOR's intent to file a utility patent (or alternatively, a design patent), with the U.S. Patent & Trademark Office, on "The 'Swing-Channel' Golf Mat," the progress upon which LICENSOR agrees to continuously report to LICENSEE; in this regard, LICENSEE shall always use, in conjunction with any patent application or issued patent thereon, such notices indicative of the application or subsequent issuance, and the ownership thereof, as LICENSOR may, from time to time, require.

3.05 Notwithstanding anything to the contrary herein expressed or implied, LICENSOR is and shall be and remain the owner of the intellectual property subject of this Agreement for all purposes, subject only to the license granted under the terms hereof to LICENSEE, and so long as LICENSEE abides by, performs and continues to perform and observe the conditions and covenants of this Agreement. LICENSOR and LICENSEE agree that the relationship between them is of independent contractors and not as principal and agent or employer and employee, and that neither party shall have the right to bind the other by contract or otherwise, except to the extent that the parties have bound themselves by the terms hereof. In like manner, neither party shall be liable for the debts or obligations of the other party, and each party shall indemnify and hold the other party harmless from and against any of the other's debts or liabilities, including any attorney's fees and costs incurred in defending against any claim of debts or obligations that may be asserted by a third party against the other party.

3.06 In the event that LICENSEE makes any improvements to the LICENSED PRODUCTS, all such improvements shall be owned by LICENSOR and in the event of termination of this Agreement, the ownership of, and the right to own any such improvements, just as the rights licensed hereby, shall revert to and become the sole and exclusive property of LICENSOR.

ARTICLE IV

Sublicenses

4.01 LICENSOR does NOT hereby grant or convey, to LICENSEE, directly, indirectly, or in any other manner or capacity, the power or other ability to sublicense any of the LICENSED PATENTS or LICENSED PRODUCTS in any manner without the prior written consent of LICENSOR.

ARTICLE V

Compensation, Payments and Reports

5.01 LICENSEE agrees to pay LICENSOR a five percent (5%) royalty on all NET SALES PRICE proceeds as defined in Article 2.05 above. In this regard, LICENSEE shall use its best efforts in assisting LICENSOR to collect all royalties and other payments due from it. LICENSEE shall promptly report any payment defaults; such reports shall include a showing of LICENSEE's diligent efforts to collect the amounts due, and all measures contemplated to collect at LICENSEE's expense any overdue funds; additionally, such report shall include an offer by LICENSEE to assign to the LICENSOR any cause of action to collect the defaulted payment and LICENSOR shall have the right to initiate and/or continue such action, as