Exhibit 10.1


                                OPTION AGREEMENT
                           TO PURCHASE PATENT PENDING

This  agreement is made on August 16, 2001,  between Carlan  Schmitt,  1862 Glen
Terrace, St. Paul, MN 55116, "Schmitt", and Edward A. Barth, 5046 E. Blvd, N.W.,
Canton, Ohio 44718, "Barth".

Whereas,  Schmitt  is the owner of a patent  pending  for a utility  patent on a
locking  pliers  design  ("Locking  Pliers",  serial number  09/288,115)  and is
interested in selling an option to purchase the patent as set forth below; and,

Whereas,  Barth is  willing to pay  certain  legal and  patent  office  costs in
exchange for an option to purchase the patent pending;

NOW,  THEREFORE,  in consideration  for the premises and following,  the parties
agree as follows:

1.   OPTIONED INTELLECTUAL PROPERTY:  Schmitt grants Barth an option to purchase
     his interest in a patent pending titled  "Locking  Pliers",  filed with the
     United States  Department of Commerce Patent and Trademark Office on 4/8/99
     as application number 09/288,115,  attorney docket no. 98-1709 (hereinafter
     referred  to  as  "Patent   Pending"),   currently  subject  to  notice  of
     abandonment  mailed  10/4/00,  with  reinstatement  subject  to  payment of
     petition fee, issue fee and granting of petition.

2.   CONSIDERATION  FOR OPTION:  Barth agrees to pay all attorney's,  government
     and other fees, costs and expenses incurred by Schmitt to revive the Patent
     Pending in a total amount not to exceed fifteen hundred  dollars  ($1,500),
     plus Schmitt's attorney's fees paid for preparation of this Agreement in an
     amount not to exceed five-hundred  dollars ($500).  Barth further agrees to
     pay all costs, expenses and attorney's fees necessary,  after reinstatement
     of the patent  pending,  to maintain the patent  pending  prior to or after
     exercise of the option.

3.   EXERCISE OF OPTION:  Upon payment of all  consideration  for the option and
     reinstatement  of the  Patent  Application,  Barth  shall  be  entitled  to
     exercise  his option by payment to Schmitt of ten  thousand  eight  hundred
     dollars.  Schmitt agrees that his ownership  interest in the Patent Pending
     shall  immediately  be assigned to Barth and agrees to execute such further
     and additional documents as Barth may from time to time request to document
     and prove such assignment.  Barth's right to exercise shall expire Eighteen
     (18) months after execution of this Agreement.

4.   CONSIDERATION  FOR  ASSIGNMENT  OF PATENT  PENDING:  Barth agrees to pay to
     Schmitt,  his heirs,  agents,  assignees or devisees,  eight percent of the
     Gross Consideration received by him or his permitted assignees as result of
     his ownership of the Patent Pending,  resulting Patent or any derivative or
     modified patent, product or design (Derivatives).  Such Gross Consideration
     shall include but not be limited to

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     anything of value received by Barth in exchange for the use or licensing of
     the Patent Pending or Derivatives.  Any consideration  received by Barth in
     exchange  for his  transfer  of this  Option or the  Patent  pending or any
     interest therein to E AND S HOLDINGS, INC. is expressly excluded from Gross
     Consideration.  Barth or his permitted  assignees shall make payment of the
     eight  percent  prior to the last day of the month  following  the month in
     which Gross Consideration is received.

5.   LIMITATION  ON TRANSFER:  Barth agrees not to transfer his ownership in the
     Patent Pending or  subsequently  issued Patent,  except to an entity wholly
     owned by him and  controlled  by him,  or to an  entity  or  individual  or
     individuals  approved  by  Schmitt  in  writing  prior  to  assignment.  No
     assignment shall be made unless and until the assignee agrees in writing to
     be bound by the terms of this Agreement and if requested by Schmitt, Barth,
     in a form approved by Schmitt,  agrees to indemnify  Schmitt for any losses
     suffered  as a result  of such  third  party's  breach  of this  agreement.
     Subject to the foregoing, this Agreement and the rights and obligations set
     forth  herein  shall  inure to the  benefit  of, and be binding  upon,  the
     parties hereto and each of their respective permitted successors,  assigns,
     heirs,  executors  and  administrators.  Notwithstanding  anything  to  the
     contrary  stated herein,  Schmitt  expressly  consents to the assignment by
     Barth of this Agreement to E AND S HOLDINGS, INC. a Nevada corporation, and
     Barth  represents  and warrants that he is the  controlling  shareholder of
     said  corporation  and that it will be bound by all terms and conditions of
     this Agreement.

6.   ARBITRATION.  All  disputes  arising out of or relating to this  Agreement,
     which cannot be settled by the parties,  shall promptly be submitted to and
     determined by a single arbitrator in St. Paul,  Minnesota,  pursuant to the
     rules  and   regulations   then  obtaining  of  the  American   Arbitration
     Association. The decision of the arbitrator shall be final and binding upon
     the parties, and judgment upon such decision may be entered in any court of
     competent  jurisdiction.   Discovery  shall  be  allowed  pursuant  to  the
     intendment of the United States Federal Rules of Civil Procedure and as the
     arbitrators determine appropriate under the circumstances.  Such arbitrator
     shall be required to apply the  contractual  provisions  hereof in deciding
     any matter  submitted to it and shall not have any authority,  by reason of
     this  Agreement or otherwise,  to render a decision that is contrary to the
     mutual intent of the parties as set forth in this Agreement.

7.   SEVERABILITY.   The  invalidity  or   unenforceability  of  any  particular
     provision or part of any provision of this  Agreement  shall not affect the
     other provisions or parts hereof.  If any provision hereof is determined to
     be invalid or unenforceable by a court of competent  jurisdiction by reason
     of the duration or geographical  scope of the covenants  contained therein,
     such  duration  or  geographical  scope,  or both,  shall be  reduced  to a
     duration  or  geographical  scope  to the  extent  necessary  to cure  such
     invalidity.

8.   ENTIRE AGREEMENT AND  MODIFICATION.  This Agreement  constitutes the entire
     agreement   between  the  parties   hereto  with  respect  to  the  matters
     contemplated  herein and supersedes all prior agreements and understandings
     with  respect  thereto.  Any  amendment,  modification,  or  waiver of this
     Agreement shall not be effective unless in writing. Neither the failure nor
     any delay on the part of any party to exercise any right,  remedy, power or

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     privilege hereunder shall operate as a waiver thereof, nor shall any single
     or partial exercise of any right,  remedy,  power or privilege preclude any
     other or further exercise of the same or of any other right, remedy, power,
     or privilege with respect to any occurrence be construed as a waiver of any
     right, remedy, power, or privilege with respect to any other occurrence.

9.   GOVERNING  LAW. This  Agreement is made pursuant to, and shall be construed
     and  enforced  in  accordance  with,  the  internal  laws of the  State  of
     Minnesota (and United States federal law, to the extent applicable).

10.  WAIVER.  Unless expressly provided,  the waiver by a party of any breach of
     any provision of this Agreement shall not constitute or operate as a waiver
     of any other breach of such provision or of any other provision hereof, nor
     shall any failure to enforce any  provision  hereof  operate as a waiver of
     such provision or of any other provision hereof.

11.  HEADINGS;  COUNTERPARTS.  The headings of paragraphs in this  Agreement are
     for  convenience  only  and  shall  not  affect  its  interpretation.  This
     Agreement may be executed in two or more counterparts,  each of which shall
     be deemed to be an original and all of which, when taken together, shall be
     deemed to constitute but one and the same Agreement.

12.  FURTHER  ASSURANCES.  Each of the parties hereto shall execute such further
     instruments and take such other actions as any other party shall reasonably
     request in order to effectuate the purposes of this Agreement. In the event
     that the parties cannot agree on the terms of any such further  instrument,
     there shall be no subsequent  instrument  unless a party desiring it elects
     to bring the matter to arbitration.

13.  EXECUTION BY FACSIMILLIE COPY: This agreement may be executed by faxed copy
     and a single original faxed copy bearing duplicate  signature pages,  which
     together  bear the  signatures of both parties,  shall be  enforceable,  as
     would an original bearing original signatures, for all purposes.

14.  NOTICES.   All  notices   hereunder  shall  be  in  writing  and  shall  be
     sufficiently given if hand-delivered, sent by documented overnight delivery
     service or registered or certified mail,  postage  prepaid,  return receipt
     requested or by telegram, fax or telecopy (confirmed by U.S. mail), receipt
     acknowledged,  addressed as set forth below or to such other person  and/or
     at such other address as may be furnished in writing by any party hereto to
     the  other.  Any such  notice  shall be deemed to have been given as of the
     date received,  in the case of personal  delivery,  or on the date shown on
     the  receipt or  confirmation  therefor,  in all other  cases.  Any and all
     service  of  process  and any  other  notice  in any such  action,  suit or
     proceeding  shall be  effective  against  any party if given as provided in
     this Agreement;  provided that nothing herein shall be deemed to affect the
     right of any party to serve process in any other manner permitted by law.

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     If to Schmitt:

                                        Carlan Schmitt
                                        1862 Terrace
                                        St. Paul, MN 55116


                    With a copies to:

                    Legal Counsel:      Richard H. Bend
                                        Bend & Ellingson, P.A.
                    Address:            St. Paul Building, Suite 700
                                        Six West Fifth Street
                                        St. Paul, MN 55102


     If to Barth:

                                        Edward Barth
                                        5046 E. Blvd, N.W.
                                        Canton, Ohio 44718


Executed by the Parties this 10`h Day of August, 2001


/s/ Edward A. Barth
-----------------------------
Edward A. Barth


/s/ Carlan Schmitt
-----------------------------
Carlan Schmitt


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