LICENSE AGREEMENT  This License
Agreement (Agreement) is made effective on the 3rd day of April, 2008
(hereinafter the Commencement Date), by and between:  Parties  1)  Licensor
Edward H. Hall, Sr., a citizen of the state of Utah, whose address is 2025
Dimple Dell Road, Sandy, Utah  84092-4705; and  2)  Licensee
Uplift Nutrition, Inc. a Nevada corporation having its principal place of
business at 252 West Cottage Avenue, Sandy UT  84070.  Recitals  Whereas Licensor has
financed, paid for, overseen, designed and developed a process for formulating
nutritional supplements based on the genetic make-up of an individual or a
population as well as related nutritional supplement compositions and owns
certain Patent Rights, as specified hereinafter, related thereto; and  Whereas Licensee
develops, manufactures, markets and sells nutritional products and supplements
and desires to develop, manufacture, market, or sell nutritional products
formulated based on the genetic make-up of an individual or population using the
process or compositions covered by the Patent Rights;  Now, therefore, in
consideration of mutual promises and covenants set forth herein, and other good
and valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the parties hereby agree as follows:  1.
 Definitions  In this Agreement,
except where the context otherwise requires, the following words and expressions
shall have the following meanings:  1.1 Licensed
Technology shall mean any and all technology disclosed in and/or subject of the
patent rights or other intellectual property rights of any kind resulting from,
or involving, United States Provisional Patent Application Serial No. 61/114,281
filed by Licensor on November 13, 2008 and entitled Nutritional Supplements and
their Methods of Making and any subsequent patents or patent applications filed
in the United States which claim priority directly or indirectly to such patent
application including all non-provisional, divisional, continuation,
continuation-in-part, renewal or substitute applications.  1.2 Licensed
Product shall mean any product which incorporates, uses or is covered by the
Licensed Technology.    1.3. :Patent
Rights shall mean those very rights subject of the definition of Licensed
Technology above and which are owned by Licensor or are subject to various
applications applied, by Licensor, in his name, with the U.S. Patent and
Trademark Office or any state corollary intellectual property authority.  1.4 Territory shall mean the United States of America.  1.5 Net
Sales shall mean the gross dollar amount collected by Licensee from its
customers, whether such customer is a distributor, wholesaler, retailer,
end-user, or any other third party, for Licensed Products sold, leased, or
otherwise commercially transferred by Licensee, less: 1) any discounts or
rebates actually applied; 2) any tax or governmental charge included in such
gross dollar amount, which is imposed directly on, or measured by, the sale,
lease or transfer, transportation, delivery or use of the Licensed Product,
other than any taxes or charges on the sellers net income, unless it is
actually reimbursed; 3) actual allowances for returned Licensed Products.  2.  Grant of
rights  2.1 Licensor
grants to Licensee a royalty bearing non-exclusive right and license to the
Patent Rights in the United States. In this regard, the word license as used
herein means the unfettered right or other ability to exploit, in any lawful
way, the commercial viability of the Licensed Technology.  2.2 Licensee
shall not grant or purport to grant to any person any sublicense or subcontract
of its rights or obligations under this Agreement without the express written
consent of Licensor.  2.3 Licensee
hereby agrees not to challenge the validity of any issued patent under the
Patent Rights or cause a third party to challenge the validity of any such
patent.  Licensor shall have the right to immediately terminate this
Agreement, as set forth in Section 7 below titled Termination, if Licensee
challenges the validity of or opposes any patent issuing under the Patent Rights
or causes a third party to do so.  2.4 In
no event shall this Agreement be construed to be an assignment of any actual
ownership interest in or to the Patent Rights other than what is necessary or
consistent with the licensing thereof and Licensees license rights hereunder.  3.
 Royalties  3.1 Licensee
shall pay Licensor a royalty on Net Sales of all Licensed Products sold by or
for Licensee.  This royalty is, in part, based on the fact that Licensor
has advanced Licensee several hundred thousand dollars over the last 2 or 3
years and is indirectly a major stockholder of Licensee and therefore, the
royalty set forth herein represents an opportunity for the Licensor to obtain
return of some of the substantial funding that he has generously advanced
Licensee.  This is not to ignore that this License Agreement may
substantially benefit Licensee in the long  2 of 7    run,
something that remains to be seen.  In the opinion of Licensees
disinterested directors, the royalty rate set forth herein is believed to be
standard in the industry, is not believed to be excessive or unreasonable under
the circumstances, and is otherwise believed to be fair and in the best
interests of the Licensee, particularly when Licensee has no Net Sales at this
time as defined herein and it is not known if it ever will.  To the extent
that the royalty is challenged as unfair, the Parties are agreeable to obtaining
a fairness opinion from a neutral third party and modifying this Agreement
accordingly.  In entering into this Agreement, the Parties believe that
they have complied with NRS 78.140 titled "Restrictions on transactions
involving interested directors or officers; compensation of directors."  3.2 The
royalty rate for the duration of the Agreement shall be calculated in accordance
with the following table:  Cumulative Net Sales over Duration of Agreement
Applicable Royalty Rate$0  1,000,000
(US)
5% of Net
SalesMore than
1,000,000 (US)
3% of Net
Sales  3.3 The
royalty on Net Sales shall accrue on the date when Licensee receives payment for
sales of its Licensed Product and shall be payable to Licensor no less than
annually within 60 days of the end of each calendar year.  3.4 Licensor
shall have the option to defer payment of some or all accrued royalties upon
demonstration by Licensee of financial hardship.  Since Licensor has spent
considerable funds already financing Licensee, Licensor shall have the right
determine or decide whether Licensee is the subject of financial hardship.
 This paragraph shall in no way restrict the Parties from declaring or
determining that said accrued royalties are not a good and valid debt of
Licensee.  3.4 All
royalties, if any, shall be paid to Licensor in U.S. dollars.  3.5 Licensee
shall keep accurate and complete records in sufficient detail to enable
royalties payable to Licensor hereunder to be verified.  Licensee shall
permit such records to be inspected at the option of Licensor once per calendar
year upon written notice by Licensor for the purpose of verifying the amount of
royalties payable hereunder to Licensor.  Such inspection shall be made
during reasonable business hours and shall be performed by an independent
auditor or accountant selected and appointed by Licensor.  3.  Duration
of agreement  This Agreement shall
come into force on the Commencement Date identified at the beginning of this
document and shall continue subject to Section 7 below titled Termination for
the life of the latest expiring patent falling under the Patent Rights.   3 of 7    4.
 Confidentiality  Because Licensee is a
publicly held company or entity, the terms of this Agreement shall NOT in any
way be deemed to be confidential.  5.
 Warranty  5.1 Licensee
agrees to and assumes all liability associated with any product generated by the
processes covered by the Patent Rights.  Licensor offers no warranty,
express or implied, regarding the suitability or viability of any products
produced under the Patent Rights.  5.2 Licensor
offers no warranty, express or implied, regarding the patentability of the
technology covered under the Patents Rights.  5.3 Licensor
offers no warranty regarding the non-infringement of any product covered by or
developed under the Patent Rights.  6.
 Patent Prosecution and Maintenance; Improvements   6.1 Discretionary Duty to Prosecute and Maintain:
 Licensor shall, at Licensors sole cost and expense, use commercially
reasonable efforts to prosecute, or cause to be prosecuted, or continue to
prosecute, to allowance or final rejection of any patent or patent application
covered under the Patent Rights.  Further, Licensor shall, at Licensors
sole cost and expense, maintain any issued patent(s) which arises as a result of
the prosecution of any application covered by the Patent Rights.   6.2 Abandonment of Prosecution:  Licensor shall notify
Licensee in the event Licensor decides at any time to abandon or discontinue
prosecution of any patent application covered under the Patent Rights.
 Such notification will be given as early as possible which in no event
will be less than thirty (30) days prior to the date on which said
application(s) will become abandoned. 6.3 Maintenance:  Licensor shall pay all official
maintenance fees required to keep in force any patent which may issue included
in the Patent Rights. 6.4 Improvements:
If the Licensee shall at any time during the term of this Agreement devise any
improvement in relation to the technology covered by the Patent Rights, Licensee
shall promptly notify the Licensor in writing giving details of the improvement.
 Further, Licensee shall cooperate with Licensor in providing any
information or explanations as the Licensor may reasonably require in order to
be able to effectively assess, utilize, and protect the intellectual property
rights of the same, including cooperation in filing, prosecuting, and assigning
any patent application arising out of such an improvement.  Any such
improvement and the intellectual property rights associated with such
improvement shall be owned by Licensor, but Licensee shall be granted a
non-exclusive royalty-free license to utilize such improvement(s) in accordance
with the terms of this Agreement.   4 of 7    7.
Termination  7.1 This
Agreement may be terminated with immediate effect by notice given in writing by
certified mail at the option of a Party if the other Party commits a breach of
its obligations and/or any provision of the Agreement and fails or refuses to
remedy such breach or default within ninety (90) days after being requested, by
certified mail, to remedy such breach.  7.2 The
termination of this Agreement, however arising, shall be without prejudice to
any other express obligations in this Agreement of a continuing nature and to
any rights of either party which may have accrued at or up to the date of
termination.  7.3.
     This Agreement may be terminated at any time upon
the mutual agreement of the  Parties.  8.
 Enforcement of Patent Rights  8.1 During
the term of this Agreement, Licensor shall have the first right and discretion
to bring any action to enforce any patent falling under the Patent Rights and
shall further have the first right and discretion to defend any declaratory
judgment or other action in which a cause of action is asserted challenging the
validity, enforceability, use, and/or claim construction of any patent(s) or
patent application(s) constituting the Patent Rights.  8.2 Any
action involving the Patent Rights that is brought or defended by Licensor shall
be at the sole expense of Licensor, and any recoveries gained, or liabilities
incurred in such action shall be entirely that of the Licensor.  Licensor
shall retain control of any such action including the right to select, retain,
and direct counsel, and to make any and all decisions with respect to claims,
defenses, counterclaims, settlement, and strategy.  8.3 In
the event that Licensor declines to pursue enforcement of a patent falling under
the Patent Rights or declines to defend any declaratory judgment or other action
in which a cause of action is asserted challenging the validity, enforceability,
use, and/or claim construction of any patent under the Patent Rights, Licensee
shall have the right and discretion to bring an action to enforce such patent
and/or defend against any declaratory judgment or other action which challenges
the validity, enforceability, use, and/or claim construction of a patent under
the Patent Rights.  8.4 Any
action involving the Patent Rights that is brought or defended by Licensee shall
be at the sole expense of Licensee, and any recoveries gained, or liabilities
incurred in such action shall be entirely that of the Licensee.  In such
event, Licensee shall retain control of any such action including the right to
select, retain, and direct counsel, and to make any and all decisions with
respect to claims, defenses, counterclaims, settlement, and strategy.   5 of 7     9. General  9.1 This
Agreement sets forth the entire Agreement and understanding between the parties
and supersedes all previous agreements and understandings, whether oral or
written, between the parties with respect to the subject matter of this
Agreement.  9.2 No
variation of this Agreement shall be effective unless it is in writing signed by
Licensor and a duly authorized officer of Licensee.  9.3 Nothing
in this Agreement shall be deemed to constitute a partnership between the
Parties nor shall either Party be taken to have any authority to bind or commit
the other or be taken to have authority to act as the agent of the other or in
any other capacity other than as expressly authorized in this Agreement.  9.4 Licensor
may freely assign or transfer this Agreement without Licensees consent.  9.5 Licensee
may not assign or transfer this Agreement without the express written consent of
Licensor.  9.6 The
Parties agree that if any part, term, or provision of this Agreement shall be
found illegal or in conflict with any valid controlling law, the validity of the
remaining provisions shall not be affected thereby.  9.7 Notwithstanding
other provisions of this Agreement, this Agreement shall be governed by and
construed in accordance with the laws of the State of Utah irrespective of any
conflicts of laws provisions.  The courts of the State of Utah shall be the
exclusive jurisdiction to adjudicate any dispute related to this Agreement.  9.8 In
the event that any Party hereto shall be in default or breach of this Agreement,
said Party shall be liable to pay all reasonably attorneys fees, court costs,
and other related collection costs and expenses incurred by the non-defaulting
or non-breaching Party in prosecuting its rights hereunder.  IN WITNESS of which
the parties have caused this Agreement to be duly executed the day and year
first above written.  LICENSOR (EDWARD
HALL)   ____s/__________________ Signature    6 of 7    Edward
Hall____________ Printed
Name      LICENSEE (Uplift
Nutrition, Inc.)    ____s/__________________ Signature   Gary
C. Lewis____________ Printed
Name   President________________ Title   7 of 7    CONSENT
RESOLUTION OF THE BOARD OF DIRECTORS OF UPLIFT NUTRITION, INC., a Nevada
corporation  Effective March 10, 2009  Approving execution of a certain
intellectual property license agreement    The undersigned
directors of Uplift Nutrition, Inc. (UPNT or Company), a Nevada Corporation,
having carefully considered the terms and conditions of a certain draft License
Agreement setting forth or providing UPNT as Licensee and Mr. Edward H. Hall,
Sr., as Licensor, and having further considered the conflict provisions in
Nevada Revised Statutes(NRS) 78.140 titled Restrictions on
transactions involving interested directors or officers; compensation of
directors; and having determined that the proposed agreement is fair and
reasonable and otherwise in the best interests of UPNT, given that UNPT has no
current net sales and is not obligated under the proposed agreement to pay any
costs or fees incident to obtaining issuance of a federal materials and
ingredient patent but stands to benefit from the issuance of any such patent,
and good cause further appearing, hereby consent to the execution of a certain
License Agreement with UPNT as Licensee and Mr. Edward H. Hall, Sr., as
Licensor, a copy of which is attached hereto and made a part of this resolution. IN WITNESS
WHEREOF, the undersigned directors of UpLift Nutrition, Inc., a Nevada
corporation, hereby unanimously certify that the foregoing action was duly
adopted and made effective on Tuesday, the 10th day of March, 2009.   ____/s____________________________ 3/15/09 Jessica Rampton Director Date   ____/s____________________________ 3/15/09 Gary Lewis Director Date   ____/s____________________________ 3/15/09 Mary Ross Director Date  Being interested in the license
agreement subject of this resolution, the undersigned director hereby abstains
from the foregoing corporate action.   ____/s____________________________ 3/15/09 Edward Hall Director Date