EXHIBIT 10.1


                        QBIT COMMERCIALIZATION AGREEMENT

This Agreement is made and entered into this 18th day of January, 2000
(EFFECTIVE DATE), by and between CytoGenix, Inc. (CYGS) and Quantum Bit
Induction Technology, Inc. (QBIT), both Nevada corporations.

                                    RECITALS

CYGS desires the tight to commercialize products, services or business methods
developed by QBIT. QBIT desires to commercialize certain products, services or
business methods.

                                   DEFINITIONS

      1.   QBIT interests, rights, and property for purposes of this agreement
           includes the intellectual property, technology and research product
           of all officers, employees, consultants, and associates to the extent
           that their product accrues to the benefit of QBIT (QBIT TECHNOLOGY)
      2.   FIELD OF INTEREST includes biology and chemistry and the respective
           sub-disciplines and business methods which have been disclosed as of
           the effective date of this agreement as defined in FIELD OF INTEREST,
           Exhibit A attached hereto.

                                    AGREEMENT

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions
hereinafter set forth, the patties hereto do hereby agree as follows.

      I.  CYGS and QBIT hereby agree to intellectual property transfer and
          consideration exchange therefor as set forth herein, the value of
          which is acknowledged. There shall be no pro-rata refund or return of
          consideration resulting from the termination, cancellation, or
          suspension of this agreement.
      2.  Term. The term of this Agreement shall be for a period of three (3)
          years commencing on the EFFECTIVE DATE hereof, unless terminated
          earlier as provided herein
      3   Intellectual Property Acquisition; Exclusion; Consideration;
          Reimbursement
      3.1 Acquisition. QBIT hereby assigns all rights to intellectual property
          in the areas of biology or chemistry including the respective
          sub-disciplines and business methods (FIELD OF INTEREST) to which QBIT
          has rights, title, interest, or license which have been disclosed as
          of the effective date of this Agreement as identified in Exhibit B
          attached hereto.
      3.2 Exclusion. After the effective date of this Agreement, Quantum Control
          of any process, including biological, biochemical or chemical
          processes, and any novel business methods developed are specifically
          excluded from this rights transfer and the FIELD OF INTEREST. Such
          specific exclusion shall not imply any limit on areas that are beyond
          the scope of the FIELD OF INTEREST.

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      3.3 Consideration. QBIT hereby grants CYGS first right to commercialize
          any intellectual property developed by QBIT, subject to the provisions
          of this agreement. In consideration thereof, CYGS will immediately
          issue or cause to be issued 1,000,000 unrestricted CYGS common shares
          and 2,000,000 one year restricted CYGS common shares pursuant to
          written instructions from QBIT. CYGS agrees to timely file such
          statements and documents as required under SEC regulations to maintain
          "unrestricted" status on the aforementioned 1,000,000 CYGS common
          shares and to register for sale, if necessary and requested by QBIT,
          the remaining 2,000,000 CYGS common shares or any portion thereof as
          allowed under SEC Rule 144.
      3.4 Future Compensation. The consideration described in 3.1 above shall be
          full and complete compensation for all services rendered by QBIT under
          this Agreement as of the effective date of this Agreement.
          Compensation for commercialization rights on properties beyond the
          scope of the FIELDS OF INTEREST shall be negotiated on an individual
          basis and contemplated in addenda to this Agreement, such addenda to
          be executed by CYGS and QBIT as appropriate. Compensation for other
          services not comprehended by this agreement and provided by QBIT for
          CYGS or CYGS to QBIT win be defined by a separate agreement.
      3.5 Reimbursement. QBIT shall be reimbursed for all reasonable
          "out-of-pocket" business expenses for business travel and business
          entertainment incurred in connection with the performance of the
          duties under this Agreement (1) as long as such expenses constitute
          business deductions from taxable income for CYGS and are excludable
          from taxable income to QBIT under the governing laws and regulations
          of the Internal Revenue Code (Provided, however, that QBIT shall be
          entitled to full reimbursement in any case where the Internal Revenue
          Service may, under Section 274(n) of the Internal Revenue Code,
          disallow to CYGS 20% of meals and entertainment expenses); and (2) to
          the extent such expenses do not exceed the amounts allocable for such
          expenses in budgets that are approved from time to time by CYGS. The
          reimbursement of QBIT's business expenses shall be upon monthly
          presentation to and approval by CYGS of valid receipts and other
          appropriate documentation for such expenses.
      3.6 Distribution of QBIT common stock. QBIT shall issue three million
          (3,000,000) shares of QBIT common stock to CYGS. QBIT may direct CYGS
          to distribute said QBIT stock to all CYGS shareholders pursuant to
          policy established by CYGS's board of directors and to file all
          required paperwork with the appropriate regulatory authorities so that
          QBIT may establish its common stock public market listing with NASDAQ
          or other securities market that QBIT specifies. It is agreed that
          QBIT's right hereunder shall not present an undue burden on CYGS in
          terms of personnel, time, or financial expense, as determined by the
          CYGS board of directors. QBIT reserves the right to overcome such
          objection by reimbursing CYGS for any costs incurred in the process.
          Both parties agree that the completeness and accuracy of QBIT's
          records are requisite, and financial audits are entirely the
          responsibility of QBIT.

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      3.7 Duties. QBIT shall be responsible for further conceptualizing and
          researching intellectual property for CYGS within the FIELD OF
          INTEREST. QBIT shall provide written descriptions of such intellectual
          property as appropriate. QBIT shall provide follow-up discussion and
          documentation to CYGS for intellectual property within the FIELD OF
          INTEREST at the request of CYGS. Both patties agree that conceptual
          conveyance is QBIT's only obligation under this provision. There shall
          be no incumbency on QBIT regarding time, resources, or work product to
          be developed under this provision.

4   QBIT shall not be limited to research and development of intellectual
    property within the scope of the FIELD OF INTEREST. QBIT may present
    intellectual property with commercial potential that is beyond the scope of
    the FIELD OF INTEREST when deemed appropriate. Such presentation shall
    include a definitive description of the property and proposed
    commercialization terms and consideration. CYGS shall respond to QBIT with a
    declaration of intent to commercialize, in writing within 60 days of CYGS's
    receipt of such intellectual property description and summary. Said
    declaration shall describe its acceptance and commercialization intentions
    regarding said property, or shall define a counter offer regarding
    commercialization terms and consideration. In the event CYGS declines to
    commercialize a property or does not intend to begin commercialization for
    120 days or more, QBIT shall be free to pursue alternative commercialization
    opportunities however, CYGS shall maintain first right of refusal to
    commercialize any property developed by QBIT at terms comparable to terms
    offered any third party, provided CYGS can demonstrate capabilities
    comparable to such third party to the satisfaction of QBIT. QBIT will notify
    CYGS of any impending commercialization agreements between QBIT and third
    parties and the specified terms. CYGS may exercise its first right of
    refusal to commercialize hereunder within 30 days of such notice from QBIT.
    The first right of refusal to commercialize shall not extend to property
    that QBJT intends to commercialize itself It is agreed that QBIT shall be
    obligated to provide conceptual technical detail about any intellectual
    property under discussion for the purposes set forth herein which is
    adequate to allow CYGS personnel to understand the intellectual property.
    Such conceptualization and research may include business and commercial
    aspects of the aforementioned FIELD OF INTEREST.

5   Conflicting Activities: QBIT shall not, during the term of this Agreement,
    be engaged in any other business activity which conflicts with or is a
    competitor to CYGS within the FIELD OF INTEREST without the prior written
    consent of the Board of Directors of CYGS. However, this restriction shall
    not be construed as preventing QBIT from investing its assets in passive
    investments in business entities that are in competition with CYGS or its
    affiliates, or from pursuing business opportunities which do not operate
    within the FIELD OF INTEREST.

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6   Confidentiality of Trade Secrets and Other Materials.
      6.1 TRADE SECRETS. QBIT agrees not to disclose to any person, firm,
          entity, or corporation any information concerning the business
          affairs, the TRADE SECRETS or the customer lists or similar
          information of CYGS. Any technique, method, process or technology used
          by CYGS within the FIELD OF INTEREST shall be considered a TRADE
          SECRET for the purposes of this Agreement. CYGS agrees not to disclose
          any information concerning the business affairs, the TRADE SECRETS or
          the customer lists or similar information of QBIT. Any technique,
          method, process or technology described or disclosed by QBIT to CYGS
          which is beyond the FIELD OF INTEREST shall be considered a TRADE
          SECRET for the purposes of this Agreement.
      6.2 Ownership of TRADE SECRETS; Assignment of Rights. QBIT hereby agrees
          that all know-how, documents, reports, plans, proposals, software,
          computer programs, graphic presentations, and videos developed 'by
          CYGS, marketing and sales plans, client lists, client files and
          materials made by CYGS are the property of CYGS and shall not be used
          by QBIT in any way adverse to CYGS'S interests. QBIT shall not
          deliver, reproduce or in any way allow such documents or things to be
          delivered or used by any third party without specific direction or
          consent of the Board of Directors of CYGS or its Chief Executive
          Officer. QBIT hereby assigns to CYGS any rights that it may have in
          any such trade secret or proprietary information. CYGS and QBIT agree
          that the scope and meaning of Section 6.2 shall apply only to items
          within the FIELD OF INTEREST defined in Section 3.1.

7   QBIT and CYGS further agree that in addition to compensation for damages
    caused by breach of this Agreement, CYGS and QBIT shall be entitled to
    injunctive relief by a court of competent jurisdiction to prevent
    irreparable harm and injury to CYGS or QBIT by said breach or potential
    breach.

8   Injunctive Relief CYGS and QBIT hereby acknowledge and agree that any
    default under Section 7 above will cause damage to CYGS and QBIT in an
    amount difficult to ascertain. Accordingly, in addition to any other relief
    to which CYGS and QBIT may be entitled, CYGS and QBIT shall be entitled to
    such injunctive relief as may be ordered by any court of competent
    jurisdiction including, but not limited to, an injunction restraining any
    violation of Section 7 above and without the proof of actual damages.

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9  Termination.
      9.1 This Agreement may be terminated at any time by mutual agreement of
          the parties.
      9.2 This Agreement shall automatically terminate on the last day of the
          month in which either party dissolves or winds up its affairs.
      9.3 QBIT may terminate its engagement hereunder by giving CYGS 60 days
          prior written notice, which termination shall be effective on the 6Oth
          day following such notice.
      9.4 Payment Upon Termination. Upon termination both parties shall pay any
          and all amounts due the other party within 30 days of such
          termination.
      9.5 Dismissal from Premises. At CYGS's option, QBIT and QBIT personnel
          shall immediately leave CYGS's premises on the date notice of
          termination is given by either QBIT or CYGS. QBIT shall be permitted
          to remove any items from CYGS's premises which are not specifically
          related to the FIELD OF INTEREST, personal possessions of QBIT
          personnel, and any items relating to intellectual property beyond the
          scope of the FIELD OF INTEREST for which an intent to commercialize
          has been tendered by CYGS and accepted by QBIT.

10. Miscellaneous.
      10.1 Transfer and Assignment. This Agreement shall not be assigned or
           transferred by QBIT without the prior written consent of CYGS. This
           Agreement shall be binding upon and inure to the benefit of all of
           the parties hereto and their respective permitted heirs, personal
           representatives, successors and assigns.
      10.2 Severability. Nothing contained herein shall be construed to require
           the commission of any act contrary to law. Should there be any
           conflict between any provisions hereof and any present or future
           statute, law, ordinance, regulation, or other pronouncement having
           the force of law, the latter shall prevail, but the provision of this
           Agreement affected thereby shall be curtailed and limited only to the
           extent necessary to bring it within the requirements of the law, and
           the remaining provisions of this Agreement shall remain in full force
           and effect.
      10.3 Governing Law. This Agreement is made under and shall be construed
           pursuant to the laws of the State of Nevada.
      10.4 Counterparts. This Agreement may be executed in several counterparts
           and all documents so executed shall constitute one agreement, binding
           on all of the parties hereto, notwithstanding that all of the parties
           did not sign the original or the same counterparts.
      10.5 Entire Agreement. This Agreement constitutes the entire agreement and
           understanding of the parties with respect to the subject matter
           hereof and supersedes all prior oral or written agreements,
           arrangements, and un4erstandings with respect thereto. No
           representation, promise, inducement, statement or intention has been
           made by any party hereto that is not embodied herein, and no party
           shall be bound by or liable for any alleged representation, promise,
           inducement, or statement not so set forth herein.

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      10.6 Modification. This Agreement may be modified, amended, superseded, or
           canceled, and any of the terms, covenants, representations,
           warranties or conditions hereof may be waived, only by a written
           instrument executed by the party or parties to be bound by any such
           modification, amendment, supersession, cancellation, or waiver.
      10.7 Attorneys' Fees and Costs. In the event of any dispute arising out of
           the subject matter of this Agreement, the prevailing party shall
           recover, in addition to any other damages assessed, its attorneys'
           fees and court costs incurred in litigating or otherwise settling or
           resolving such dispute whether or not an action is brought or
           prosecuted to judgment. In construing this Agreement, none of the
           parties hereto shall have any term or provision construed against
           such party solely by reason of such party having drafted the same.
      10.8 Waiver. The waiver by either of the parties, express or implied, of
           any right under this Agreement or any failure to perform under this
           Agreement by the other party, shall not constitute or be deemed as a
           waiver of any other right under this Agreement or of any other
           failure to perform under this Agreement by the other party, whether
           of a similar or dissimilar nature.
      10.9 Cumulative Remedies. Each and all of the several rights and remedies
           provided in this Agreement, or by law or in equity, shall be
           cumulative, and no one of them shall be exclusive of any other right
           or remedy, and the exercise of any one or such rights or remedies
           shall not be deemed a waiver of, or an election to exercise, any
           other such right or remedy.
      10.10 Headings. The section and other headings contained in this Agreement
            are for reference purposes only and shall not in any way affect the
            meaning and interpretation of this Agreement.
      10.11 Notices. Any notice under this Agreement must be in writing, may be
            telecopied, sent by express 24-hour guaranteed courier, or
            hand-delivered, or may be served by depositing the same in the
            United States mail, addressed to the party to be notified,
            postage-prepaid and registered or certified with a return receipt
            requested. The addresses of the parties for the receipt of notice
            shall be as follows:

If to CYGS:
9881 5. Wilcrest Houston, Texas 77099

If to QBIT:
6524 San Felipe #445
Houston, Texas 77057

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Each notice given by registered or certified mail shall be deemed delivered and
effective on the date of delivery as shown on the return receipt, and each
notice delivered in any other manner shall be deemed to be effective as of the
time of actual delivery thereof Each party may change its address for notice by
giving notice thereof in the manner provided above,

      10.12 Survival. Any provision of this Agreement which imposes an
            obligation after termination or expiration of this Agreement shall
            survive the termination or expiration of this Agreement and be
            binding on QBIT and CYGS.
      10.13 Right of Set-Off Upon termination or expiration of this Agreement,
            CYGS shall have the right to set-off against the amounts due QBI'T
            hereunder the amount of any outstanding loan or advance from CYGS to
            QBIT provided CYGS delivers to QBIT written documentation of such
            loan or advance. Such documentation must bear a QBIT officer's
            signed acknowledgment of said debt. In no event shall termination or
            expiration of this Agreement obligate QBIT to reimburse CYGS
            "out-of-pocket" for any advances or repay any loans.
      10.14 Effective Date. This Agreement shall become effective as of the date
            set forth on page 1 when signed by QBIT and CYGS.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first set forth above

CYGS                                       QBIT

                                           Michael Skillern, President - (Date)

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EXHIBIT A FIELD OF INTEREST

Intellectual property with application in the area of biology or chemistry and
their respective sub-disciplines and business methods for the commercialization
or deployment of such property which have been disclosed as of the effective
date of this agreement. FIELD OF INTEREST shall include but is limited to ssDNA
expression techniques, DNA data compression I decompression techniques, DNA
synthesis and purification techniques, and any intellectual property for which
patent applications have been prepared or are in preparation which operate in
the areas of biology or chemistry.

EXHIBIT B - Scope of Intellectual property

Intellectual property in the areas of biology or chemistry including the
respective sub-disciplines and business methods to which QBIT has rights, title,
interest, or license which have been disclosed as of the effective date of this
Agreement.

EXHIBIT C

Assignment of Rights to Intellectual Property

For value and consideration received, Mike Skillern hereby assigns and transfers
all rights to intellectual property in the areas of biology or chemistry
including the respective sub-disciplines and business methods which have been
disclosed to Quantum Bit Induction Technology, Inc. ("QBIT") or CytoGenix, Inc.
("CYGS") as of the effective date of this Agreement to QBIT. QBIT shall have the
right to assign, transfer, or otherwise dispose of such property at its sole
discretion.

AGREED AND ACCEPTED:

Mike Skillern, individually

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