Filed by Automated Filing Services Inc. (604)609-0244 - Dusault Apparel Inc. - Exhibit 10.1






 
8010 Melrose Avenue

Los Angeles CA USA 90046-7010

March 4, 2008

	Dayton Boots Enterprises Inc. 
	210 – 889 Harbourside Drive 
	North Vancouver, BC Canada V7P 3S1 


Attention: Stephen Encarnacao

Dear Mr. Encarnacao:

	Re: 	Letter of Intent for the combination of
      Dayton Boots Enterprises Inc. (“Dayton”) and 
	  	Dussault Apparel Inc. (“Dussault Apparel”)
  


This letter confirms our mutual intention to enter into
negotiations to effect an acquisition or a business combination (the
“Transaction”) on the terms set forth below. This letter is not intended
to create legally binding obligations except as set out in paragraphs 4 and 6
below but will serve as the basis for negotiating a definitive agreement leading
to the completion of the Transaction. 

	1. 	 The Transaction

	 	 
	1.1 	 Structure: The Transaction may be effected in
        one of several different ways, including a merger of Dayton and Dussault
        Apparel or an affiliate, or an acquisition whereby Dussault Apparel purchases
        the shares or assets of Dayton from Dayton or its shareholders in exchange
        for shares of Dussault Apparel.

	 	 
		 The parties will jointly determine the optimum structure
        for the Transaction in order to best satisfy tax planning, regulatory
        and other considerations, including mutually agreed upon performance based
        milestones.

	 	 
	1.2 	 Consideration: Notwithstanding how the Transaction
        is structured, on the closing of the Transaction, Dayton will receive
        3,000,000 shares of Dussault Apparel.

	 	 
	1.3 	 Terms and conditions: The definitive agreement
        under which the parties will agree to carry out the Transaction (the "Transaction
        Agreement") will contain provisions that are customary for a transaction
        of this nature, and will include (but not be limited to) representations
        and warranties of both Dayton and Dussault Apparel (and their principal
        shareholders), including Dussault Apparel’s status as a reporting
        issuer with the U.S. Securities and Exchange Commission Exchange (the
        “SEC”). The closing conditions in favour of both Dussault
        Apparel and Dayton will include the following:

		   



	 	(a)	receipt of all required regulatory approvals to the carrying out of the
      Transaction;







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	 	(b) 	
      approvals of the boards of directors of Dayton and
      Dussault Apparel and shareholders of Dayton;

	 	 	 	 
	 	(c) 	
      obtaining all required consents of third
  parties;

	 	 	 	 
	 	(d) 	
      completion of all required audited and unaudited
      financial statements of Dayton, prepared in accordance with US GAAP and
      audited and by a PCAOB registered audit firm;

	 	 	 	 
	 	(e) 	
      completion, to their respective sole satisfaction, of due
      diligence by Dayton and Dussault Apparel of each other;

	 	 	 	 
	 	(f) 	
      no material change in the employment agreements of either
      party without the prior consent of the other party;

	 	 	 	 
	 	(g) 	
      all representations in the Transaction Agreement being
      accurate as of the closing of the Transaction;

	 	 	 	 
	 	(h) 	
      no adverse material change in the business or financial
      condition of Dayton or Dussault Apparel since the execution of the
      Transaction Agreement;

	 	 	 	 
	 	(i) 	
      Stephen Encarnacao to be appointed as the Chief Executive
      Officer of Dussault Apparel on Closing;

	 	 	 	 
	 	(j) 	
      closing of the transaction to be completed on a best
      efforts basis by both parties within the following parameters:

	 	 	 	 
	 		(i) 	
      notice of completion of substantial due diligence and
      board approval by both parties by March 31, 2008;

	 	 	 	 
	 		(ii) 	
      execution of Transaction Agreement by April 15,
    2008;

	 	 	 	 
	 		(iii) 	
      receipt of all required shareholder approvals from Dayton
      by April 30, 2008; and

	 	 	 	 
	 		(iv) 	
      closing of Transaction by April 30, 2008.

	 	 	 	 
	 			
      Both parties will work diligently during this period but
      recognize that regulatory and other market delays may require adjustments
      to this timetable.



2. Due Diligence

Once all parties have signed this letter and a mutually
acceptable confidentiality agreement, the due diligence teams of Dayton and
Dussault Apparel will commence due diligence investigations on the other entity.
Dayton and Dussault Apparel will give the other full access to all of its:

	 	(a) 	
      books, records, financial and operating data and all
      other information:

	 	 	 
	 	(b) 	
      assets and operations; and

	 	 	 
	 	(c) 	
      personnel.

	 	 	 
	 		
      Such information will be kept strictly confidential
      pursuant to the confidentiality agreement and provisions of this Letter of
      Intent.







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In the event that each of Dussault Apparel and Dayton do not
notify the other in writing prior to 5:00 p.m. (Vancouver time) on March 31,
2008 (or such later date as the parties may mutually agree upon) that the
results of their investigations are satisfactory and they are willing to
negotiate and enter into the Transaction Agreement, this letter agreement shall
terminate and be of no further force or effect.

3. Definitive Agreement

Upon the satisfactory completion of diligence by Dayton and
Dussault Apparel, the parties shall negotiate the terms of the Transaction
Agreement, acting reasonably and in good faith, with a view to executing the
agreement on or before April 15, 2008.

4. Standstill

Except for the acquisition of During the period from the
satisfactory completion of diligence until this letter agreement is either
superseded by the Transaction Agreement or terminated pursuant to section 2,
each of Dussault Apparel and Dayton agrees that they will:

(a) conduct its business only in, and not take any action
except in, the usual, ordinary and regular course of business consistent with
past practice, and

(b) not pay any dividends engage in non-arms length
transactions with their shareholders, or redeem in excess of 1% of their
respective currently outstanding shares.

5. Transaction Costs

In the event that this Transaction does not close, each of the
parties will be responsible for all costs (including, but not limited to,
financial advisory, accounting, legal and other professional or consulting fees
and expenses) incurred by it in connection with the transactions contemplated
hereby. 

6. Publicity

Neither party will make any announcement, issue any press
release or otherwise disclose the existence of this letter, without the prior
written consent of the other party. 

Dayton acknowledges that, as a reporting issuer, Dussault
Apparel will be required to give public disclosure about the Transaction if and
when it enters into the Transaction Agreement. 

7. Confidentiality Agreements

Each party will agree to keep the existence and the terms of
this Letter of Intent confidential and will not make any disclosure except where
disclosure is required by law. In addition, each party agrees that any
information provided to the other in connection with the negotiation and
entering into of the definitive agreements for the Transaction will be
maintained in confidence, will not be disclosed to any other party, other than
each party’s respective professional advisors, except where disclosure is
compelled by applicable law and will not be used by the party for any purpose
other than the evaluation and completion of the Transaction. Each party will
ensure that its respective officers, directors, employees and consultants will
agree to maintain all information in connection with this Letter of Intent and
the business combination transactions confidential. All obligations regarding
confidentiality will survive termination of this Letter of Intent.




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8. General

This letter will be governed by and construed in accordance
with the laws of British Columbia, Canada. Dussault Apparel and Dayton submit to
the jurisdiction of the courts of British Columbia with respect to any matters
arising out of this letter.

This letter will not constitute an offer capable of acceptance.
Upon the written confirmation of the general terms and conditions set out in
this letter by the parties to whom it is addressed, it will constitute a
non-legally binding memorandum of understanding (except for paragraphs 4 and 6)
between us with respect to the principal terms and conditions to be included in
a definitive agreement.

If you are in agreement with the foregoing, please confirm that
this letter accurately sets forth your understanding of the terms of the
proposed Transaction and the other matters set forth herein, by signing a copy
of this letter below and returning it to us prior to 5:00 p.m. (Vancouver time)
on March 3, 2008, failing which this letter shall be null and void.

This letter may be executed in any number of counterparts, each
of when executed and delivered (including by way of facsimile) is an original
but all of which taken together shall constitute one and the same
instrument.

We look forward to working together.

	 	Yours truly, 
	 	 
	 	DUSSAULT APPAREL INC. 
	 	 	 
	 	By:	/s/Jason Dussault                                        
      
	 	 	Jason Dussault, CEO 


Agreed and confirmed this 5th day of March, 2008.

DAYTON BOOTS ENTERPRISES INC.

	By: 	/s/Stephen
      Encarnacao                                                       
      
	  	Stephen Encarnacao, President