Exhibit 10.1








11650 South State
St. Suite 240


Draper, Utah
84020


 


April 9, 2015


			



		Re:	Binding
                                         Letter of Intent between Sellers and Buyers of Membership Units of Quality Energy Solutions,
                                         LLC (the "Company") 



 


Dear Messrs
Pitts and Miller:


 


This
letter sets forth our Letter of Intent (“LOI”) between the shareholders of Quality Energy Solutions Inc., a Texas
limited liability company (the "Sellers") and Start Scientific, Inc., a Delaware corporation (the "Buyer”)
in connection with the purchase of all of the shares of the Company (the “Shares”) and debts of the Company from the
Sellers, subject to the terms of definitive share purchase agreements, financials, and other documents to be negotiated and executed
by the parties.


 


The
proposed terms of the Transaction are as follows:


 


	Share Purchase Agreements. Consummation of the
Transaction as contemplated hereby will be subject to the negotiation and execution of mutually satisfactory definitive acquisition
agreements, setting forth the specific terms and conditions of the stock purchase transactions proposed hereby. The execution
of the SPAs by the parties is subject to the completion by the Buyers of a satisfactory review of the legal, financial and business
condition and prospects of the Company. The parties will use their reasonable best efforts to negotiate in good faith the SPAs,
which will contain, among other standard terms and conditions, the following provisions:



 



	In consideration for Forty-Five Million (45,000,000)
shares of common stock of the Buyer (the “Purchase Price”), Sellers will tender to the Buyer all of the LLC Units
of the Company, along with stock power, and other documents as decided by the parties.





 



	Financials of the Company will be provided by the Sellers,
and Sellers will assist with a PCAOB audit of the Company. In the event that the Company is not able to complete a PCAOB audit
than Buyer may unwind this transaction.





 



	Following the acquisition, the Sellers will be granted
two (2) seats on the board of directors of Start Scientific, Inc.





 



	The Company will be a wholly-owned subsidiary of Start
Scientific, Inc. following the acquisition.





 



	Buyer will loan the Company $500,000 as an inter-company
loan for the purpose of paying the Company's account payables and working capital.







    	 



    	 



    

 



	Sellers will sign employment agreements for 24 month
periods wherein if they leave or are terminated for cause they must return an agreed upon portion of the Purchase Price. A severence
package will be negotiated in the event that Sellers are terminated without cause.





 



	Management Profit-Sharing Plan: Management of Quality
Energy Solutions will receive thirty percent (30%) of its net revenue as additional compensation paid on a quarterly basis.





 



	Claw-Back Provisions: Sellers may claw-back ownership
of the Company in the event that capital requirements are not met by Start Scientific, Inc., and Start Scientific, Inc. may claw-back
its shares of common stock in the event that representations and warranties are not fulfilled as detailed in the closing documents.





 



	Each party shall have completed their due diligence review
of the respective parties and shall be reasonably satisfied with the result of such review. The due diligence must confirm, among
others, that there are no outstanding regulatory concerns or issues, no preemptive rights or non-disclosed outstanding convertible
securities and that all issued shares were duly authorized and issued in compliance with all applicable laws.





 


	Conduct of Business. Prior to the execution of
the acquisition documents and the closing of the Transaction, Company will conduct its operations in the ordinary course consistent
with past practice.



 


	Public Announcements. Neither party will make
any public disclosure concerning the matters set forth in this LOI or the negotiation of the proposed Transaction without the
prior written consent of the other party, which consent shall not be unreasonably withheld. If and when either party desires to
make such public disclosure, after receiving such prior written consent, the disclosing party will give the other party an opportunity
to review and comment on any such disclosure in advance of public release. Notwithstanding the above, to the extent that either
party is advised by counsel that disclosure of the matters set forth in this LOI is required by applicable securities laws or
to the extent that such disclosure is ordered by a court of competent jurisdiction or is otherwise required by law, then such
disclosing party will provide the other party, if reasonably possible under the circumstances, prior notice of such disclosure
as well as an opportunity to review and comment on such disclosure in advance of the public release.



 


	Due Diligence; Confidentiality Agreement. Each
party and its representatives, officers, employees and advisors, including accountants and legal advisors, will provide the other
party and its representatives, officers, employees and advisors, including accountants and legal advisors, with all information,
books, records and property (collectively, “Transaction Information”) that such other party reasonably considers necessary
or appropriate in connection with its due diligence inquiry. Each party agrees to make available to the other party such officers,
employees, consultants, advisors and others as reasonably requested by the other party for meetings, visits, questions and discussions
concerning each other and the Transaction. Each





    	 



    	 



    

 



of the parties will use its reasonable
best efforts to maintain the confidentiality of the Transaction Information, unless all or part of the Transaction Information
is required to be disclosed by applicable securities laws or to the extent that such disclosure is ordered by a court of competent
jurisdiction.





 


	Exclusivity. In consideration of the Escrow (as
defined below) and the mutual covenants and agreements contained herein, until the earlier of the closing of the Transaction or
termination of this LOI in accordance with its terms, the Sellers will not, and will not permit any of their respective affiliates
to, directly or indirectly, solicit, discuss, accept, approve, respond to or encourage (including by way of furnishing information)
any inquiries or proposals relating to, or engage in any negotiations with any third party with respect to any transaction similar
to the Transaction or any transaction involving the transfer of a significant or controlling interest in the assets or capital
stock of Company including, but not limited to, a merger, acquisition, strategic investment or similar transaction (“Acquisition
Proposal”). The Sellers will immediately notify the Buyers in writing of the receipt of any third party inquiry or proposal
relating to an Acquisition Proposal and will provide the Buyers with copies of any such notice inquiry or proposal. Notwithstanding
the foregoing, nothing in this Section 5 will be construed as prohibiting the board of directors of Company from (a) making any
disclosure required by applicable law to its shareholders; or (b) responding to any unsolicited proposal or inquiry to Company
(other than an Acquisition Proposal by a third party) by advising the person making such proposal or inquiry of the terms of this
Section 5.



 


	Termination.
                                         This Letter of Intent will terminate on July 31, 2015 at 5 pm Central Daylight Time or
                                         by the earlier consent of the parties hereto.





 


	Expenses. Each of the parties will be responsible
for its own expenses in connection with the Transaction, including fees and expenses of legal, accounting and financial advisors.



 


	Choice of Law. This LOI shall be governed by and
construed in accordance with the internal substantive laws of the State of Texas.



 


	Counterparts. This LOI may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Fax copies
of signatures shall be treated as originals for all purposes.



 


	Effect.
                                         This LOI is a binding contract between the parties, and contains the entire agreement
                                         by and among the parties to date with respect to the subject matter hereof and supersedes
                                         any and all prior agreements and understandings, oral or written, with respect to such
                                         matters.





 




    	 



    	 



    

This
LOI will terminate at 5:00 p.m. Central Daylight Time on April 9, 2015 unless it has been duly executed by or on behalf of the
Parties prior to such time.


 


Very
truly yours,


 


 


By:________________________________


Name:
Norris R. Harris, CEO


 


Agreed
and Accepted:


 


 


 


By:_____________________________________


Name: Jason
Pitts


14 Oak Circle


Hickory Creek,
TX 75065


 


 


 


By:_____________________________________


Name: Mathew
Miller


3405 W. 110th
St. South


Jenks, OK 74037