ex10_1.htm


    License
Agreement

    


    Parties: This agreement is
between:

    


    Licensor: Gregory Ruff of 6411
South Auer Street, Spokane WA 99223

    


    Licensee: QE Brush Inc., a
Nevada Corporation

    


    Summary:

    


    -Type of
License: Exclusive

    


    -Invention:
2 sided toothbrush

    


    -Patent
Royalty Rate: 20% of the Net Factory Sales Price.

    


    -Option
Granted: Licensor grants Licensee a 3 year exclusive term to market the
toothbrush and in return, the licensee agrees to pay for patent, development,
manufacturing and marketing costs of the QE Toothbrush.

    


    Recitals:

    


    Licensor is developing an
invention having the above title and warrants that the licensor is in the
process of filing a US patent application in the US Patent and Trademark Office
and will take all the necessary steps in obtaining such said patent. Licensor
does not warrant that they will be successful in obtaining such patent though.
Whatever right the Licensor has or will obtain in the future, licensor grants
this right and license to licensee.

    


    Licensee desires to market the
toothbrush exclusively for 3 years and in return, the licensee agrees to pay for
patent, development, manufacturing and marketing costs of the QE
Toothbrush.

    


    If patent application continues with
no reasons to deny the patent, Licensee will continue with the recitals
made herein. If at any stage
the patent application is unable to proceed to a patent license or becomes
abandoned, licensee has the right to stop all patent, development,
manufacturing and marketing costs of the QE Toothbrush and terminate this
agreement. Licensor shall immediately notify licensee in writing of such an
event. Licensee also has the right to continue if they so desire. However, no
reimbursement of any kind for any costs incurred to date from licensee shall be
given or demanded from licensor.

    


    Assignment of obligations and Duties
; Either party may assign their obligations and duties to a 3rd party
upon notification to the other party. Any sublicensee hereunder shall be bound
by all the terms applying herein and shall be responsible for the obligations
and duties of its sublicensees.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Late Payments: Payment from
Licensee to Licensor shall be made semi-annually. If it is not timely paid, the
unpaid balance shall bear interest at an annual rate of 10% until the delinquent
balance is paid. Such interest shall be compounded monthly.

    


    Net factory Sales Price: Net
Factory Sales Price is defined as the gross factory selling price of Licensed
Product, or the US importer’s gross selling price if Licensed Product is made
abroad. Less usual trade discounts actually allowed, but not including
advertising allowances or fees or commissions paid to employees or agents of
Licensee. The Net Factory Sales Price shall not include packing costs, if
itemized separately, import and export taxes, excise and other sales taxes, and
custom duties, and 3) costs of insurance and transportation, if billed
separately, from the place of manufacture if in the US., or from the place of
importation if manufactures abroad, to the customers premises or next point of
distribution or sale. Bona fide returns may be deducted from units shipped in
computing the royalty payable after such returns are made.

    


    Disclaimer and Hold Harmless:


    


    A:
Disclaimer of Warranty: Nothing herein shall be construed as a warranty or
representation by Licensor as to the scope of validity of the above patent
application or any patent issuing thereon.

    


    B:
Product Liability: Licensee shall hold licensor harmless from any product
liability actions involving licensed product.

    


    Termination:

    


    
      	
              A.  

            	
              Default:  If
      Licensee fails to make any payment under this agreement or makes any other
      default under this agreement, Licensor has the right to terminate this
      agreement upon giving 3 months written
notice.

            


    

    
      	
              B.  

            	
              If
      Licensee goes into bankruptcy or receivership or insolvency, this
      agreement shall be terminable by
Licensor.

            


    

    
      	
              C.  

            	
              Antishelving:
      If Licensee discontinues its sales or manufacture of licensed product
      without the intent to resume, it shall notify the licensor in writing
      within one month whereupon the licensor has the right to terminate this
      agreement upon one months written notice. If licensee does not begin or
      stops to develop, manufacture or market the toothbrush, the Licensor has
      the right to terminate this agreement upon one months written notice
      unless the licensee can show that in good faith intends and is actually
      working to resume or begin manufacture or sales, and has a reasonable
      basis to justify such delay

            


    

    


    Jurisdiction and Venue: The
Laws of the State of Washington shall apply.

    


    Arbitration and Mediation: If
any dispute arises, the parties shall either arbitrate or mediate their disputes
by a mediator approved by both parties.

     

    
      
        
        

      

      
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    No Challenge: Licensee has
investigated Licensors product and shall not challenge, contest or impugn the
validity of any stage of the patent process or patent when issued.

    


    Entire Agreement: This
agreement sets forth the entire understanding between the parties and supercedes
any prior or contemporaneous oral understandings and any prior written
agreements.

    


    


    Licensor:
: /s/Gregory
Ruff        Date:
3/2/08

     

    Title:      : 
President

     

    Licensee: /s/Gregory
Ruff         Date:
3/2/08