SENSE HOLDINGS INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit_10-1.txt
<TEXT>
                                                                    EXHIBIT 10.1
                                   AGREEMENT

     This Agreement is made between Iulius Dutu, having an address at 8681
Viagiula, Boca Raton, Florida 33496 (hereinafter referred to as "Dutu") and
Sense Holdings, Inc., having a business address at 4503 NW 103 Ave., Suite 200,
Sunrise, Florida 33351 (hereinafter referred to as "Sense").

                                    RECITALS

     WHEREAS, Dutu is the sole owner of the invention disclosed and claimed in
U.S. Patent Application No. 09/982,056 (hereinafter referred to as the
"Patent");

     WHEREAS, Dutu desires to sell the Patent;

     WHEREAS, Sense desires to acquire the Patent;

     NOW, THEREFORE, in consideration of the covenants contained herein, the
sufficiency of which is hereby acknowledged, the parties agree as follows:

     1.   The above RECITALS are true and correct and form a part of this
          Agreement.

     2.   In order for Sense to acquire all rights, title and interest to the
          Patent from Dutu, Sense agrees to pay Dutu the amount of
          $1,000,000.00, in one payment, to a bank account designated by Dutu.
          The payments shall be free of any fees or restrictions and shall be
          made in full prior to the expiration of the option period or extended
          option period.

     3.   Sense is provided with a three-month option to raise at least the one
          million dollars required to acquire the Patent from Dutu and Sense
          will be required to make payment to Dutu of $10,000 a month under a
          Consulting Agreement attached hereto as exhibit A. The option period
          of three months can be extended for one additional three-month period,
          upon the same terms of payment by Sense as the original three-month
          option period (See Paragraph 5). Beyond the first additional three
          month extension, one further three-month extension is permitted with
          the additional requirement of timely payment by Sense of $20,000.00 a
          month to Dutu. The total nine months of option periods remain open to
          Sense as long as payments are timely made under the Agreement and
          attached Consulting Agreement and no other violations of the Agreement
          by Sense have occurred.

     4.   The first ten thousand dollar ($10,000.00) payment shall be due no
          later than 10 calendar days from March 1, 2004 and shall be provided
          under the terms of this Agreement and the Consulting Agreement. If
          $10,000 in cash is not in the account by the 10th calendar day from
          March 1, 2004, Sense shall make payment to Dutu by that day by hand
          delivery of cash or certified check of the full amount required or

                                        1
<PAGE>

          this Agreement shall be deemed expired without any further notice.
          This Agreement only becomes effective upon Sense fully satisfying its
          first $10,000.00 payment requirement.

     5.   PRIOR TO THE BEGINNING OF EACH THREE MONTH OPTION PERIOD, SENSE SHALL
          IRREVOCABLY PLACE IN AN ACCOUNT DESIGNATED BY DUTU ENOUGH SHARES OF
          SENSE'S FREELY EXERCISABLE COMMON STOCK WHOSE VALUE AT THE DAY OF
          PLACEMENT SHALL BE EQUAL TO THE TOTAL THREE MONTH PAYMENT REQUIREMENT
          (E.G. EITHER $30,000.00 OR $60,000.00) FOR THE RELEVANT OPTION PERIOD
          AND ALL FEES AND COSTS INCURRED OR TO BE INCURRED FOR TRADING THE
          STOCK. THE SHARES OF STOCK SHALL BE FREELY TRADABLE BY DUTU, WITHOUT
          LIMITATIONS OR HOLDINGS OF ANY KIND. IN THE EVENT, THAT AT THE TIME OF
          SALE BY DUTU, THE VALUE OF THE SHARES DECREASES, SENSE AGREES TO
          COMPENSATE DUTU FOR THE DIFFERENCE IN SALES PRICE AND THE REQUIRED
          MONTHLY PAYMENT. IN THE EVENT, THE VALUE OF THE SHARES INCREASES, SUCH
          INCREASE SHALL BE DEEMED ADDITIONAL COMPENSATION TO DUTU AND SHALL NOT
          BE CREDITED AGAINST ANY FUTURE MONTHLY PAYMENTS OWED BY SENSE.

     6.   All responsibility for assuring that the three month period of shares
          of stock is in Dutu's account on the date due shall be Sense's and
          Dutu will not have to get involved in or responsible for contacting
          any brokers and/or Sense for this requirement. Dutu shall be able to
          access his account on the date due and find the required shares
          available for his unrestricted use and trade. However, Dutu will
          exercise all necessary documents to permit Sense to ensure that the
          required 3-month amount of shares are in Dutu's designated account and
          freely available to Dutu on the due date and thereafter. If the
          required shares are not available on the due date, this Agreement
          shall terminate, without further notice. All broker fees and expenses,
          and other fees, costs and expenses shall be paid solely by Sense and
          shall not be deducted from the required $10,000.00 or $20,000.00
          payments.

     7.   Also during the option period or extended option period, Sense shall
          be the exclusive sales agent on behalf of Dutu for the Patent for
          finding third party companies or individuals to acquire the Patent
          from Dutu. Dutu shall not be required to transfer any rights, title or
          interest to the Patent under any conditions unless at the time of his
          signing he also receives in his hand or designated bank account the
          required one million dollars ($1,000,000.00) acquisition payment (with
          no conditions or strings attached, including any waiting or clearance
          period for the check or the ability to stop payment). Payment must be
          from a reliable source (not subject to cancellation or stop payment)
          such as an irrevocable wire transfer, etc. It is specifically agreed
          to by Sense, that no matter how good a proposed deal with some third
          party may be, Dutu will not be in violation with or under any
          obligation of any part of the agreement with Sense, if he refuses to
          consent to the deal and refuses to sign any agreement with a third
          party, if the deal does not provide him full access and unencumbered
          and unrestricted use of the required million dollar

                                        2
<PAGE>

          payment in his designated bank account (under a secured payment method
          as noted above) at the time that he signs the third party agreement
          and thereafter.

     8.   For any purchase of the Patent exceeding three million dollars,
          whether at the time of purchase or based on a future payment to Sense
          by a third party, Dutu shall receive ten (10%) of all money,
          compensation or consideration, regardless of type, received over the
          three million dollar threshold.

     9.   Sense guarantees to compensate Dutu in full by transferring any
          monetary deficiency to Dutu up to one million dollars, within five (5)
          days of notification, for any problem experienced by or inability of
          Dutu in having full access to the required one million dollars
          represented to be available to Dutu at the time that he signs the
          third party agreement and thereafter.

     10.  If Sense acquires the Patent during the option period or extended
          option period, then sense will be provided an additional six month
          period to acquire the continuations of the Patent for the price of
          $500,000, payable in full. The continuations are listed in Exhibit B
          to this Agreement. All other inventions and technology developed or
          currently being developed by Dutu or in the future are not considered
          continuations and are not part of this Agreement.

     11.  During the option period or extended option period Sense shall have
          absolutely no rights, title or interest in the Patent or any
          confidential information of Dutu.

     12.  During the option period or extended option period Sense shall not be
          involved in or perform any services regarding developing or
          manufacturing prototypes for the Patent or any industrial engineering
          related to the Patent.

     13.  During the option period or extended option period Dutu agrees to make
          himself and his vehicle with the prototype available (with Sense
          bearing all costs if out of town travel is required), within reason,
          when requested by an interested third party. No other services will be
          required of Dutu under the Agreement.

     14.  If the Patent is not acquired during the option period or extended
          option period, Sense's exclusive sales agent status shall terminate
          immediately without any notice by Dutu. Also, at the end of the option
          period or extended option period Dutu shall have no obligations of any
          kind to Sense for any services provided by Sense during the option
          period or extended option period. However, for "substantial
          contact(s)" made by Sense during the option periods and for 1 1/2years
          thereafter, Dutu agrees not to directly contact any "substantial
          contact" or instruct any representative to directly contact any
          "substantial contact" on Dutu's behalf. For any "substantial contact"

                                        3
<PAGE>

          who directly contacts Dutu during the 1 1/2year period after the
          option period expires, the parties will work together to conclude such
          transaction which shall provide to Dutu the first million dollars and
          the parties splitting 50/50 thereafter all compensation over the first
          million dollars. Sense shall continuously provide to Dutu a list of
          all substantial contacts, including contact persons and the type of
          contact (e.g. telephone conference, negotiations, meetings, dates of
          negotiations and meetings, etc.) A third party shall be deemed a
          substantial contact only after in person meetings or negotiations have
          occurred between Sense and the third party.

     15.  Sense agrees to compensate Dutu in full for any damage or encumbrances
          cause to the Patent during the option period or extended option period
          or for any violation of this Agreement.

     16.  The agreement between Sense and Dutu shall immediately terminate in
          its entirety, without notice, in the event that any payment owed to
          Dutu under any term of the agreement is not timely made by Sense by
          the date due under the Agreement.

     17.  This Agreement constitutes the entire understanding and agreement of
          and between the parties with respect to the subject matter and
          supersedes all prior representations and agreements. This Agreement
          shall not be modified or varied by any oral agreement or
          representation or otherwise, except by an instrument in writing of
          subsequent date hereto duly executed by the parties. The parties
          acknowledge that the language used in this Agreement reflects their
          mutual intent and that no term or provision shall be construed more or
          less favorably to any party on the ground that it was authored by such
          party. Failure of either party to insist upon strict performance and
          any of the covenants, terms or conditions of this Agreement should not
          be deemed to be a waiver of any breach or default in the performance
          of the same or any other covenant, term or condition contained
          therein.

     18.  This Agreement shall be governed by the laws of the State of Florida,
          without regard to its conflict of interest laws. All disputes
          hereunder shall be resolved in the applicable state or federal courts
          of Broward County, Florida. The parties consent to the jurisdiction of
          such courts, agree to accept service of process by mail, and waive any
          jurisdictional or venue defenses otherwise available.

     19.  The prevailing party, in any action to enforce any of the terms of
          this Agreement, shall be entitled to recover expenses, including
          reasonable attorneys' fees and costs, from the other party.

                                        4
<PAGE>

     20.  With respect to any part or provision of this Agreement as deemed by a
          court to be unenforceable as written, but may be rendered enforceable
          by limitation thereof, the parties hereto agree that such part or
          provision shall be amended in such a manner so as to render it
          enforceable to fullest permitted under the law of the jurisdiction
          which enforcement is sought.

     21.  Neither party shall have the authority to make any statements,
          representations, or commitments of any kind, or to take any action
          which shall be binding on the other, except as provided for herein or
          authorized in writing by the party to be bound. Sense is permitted to
          make public the existence and contents of this Agreement only after
          this Agreement becomes effective as referenced in Paragraph 4

     22.  The signature of either party's representative constitutes an express
          representation that said representative has the authority to bind that
          party to the terms of this Agreement and that the Agreement is a
          binding obligation of that party, enforceable according to its terms.

IN WITNESS WHEREOF, Dutu and Sense have signed and executed this Agreement
deemed effective from March 1st, 2004. By their authorized representatives.



Iulius Dutu                             Sense Holdings, Inc.


By: /s/ Iulius Dutu                     By: /s/ Dore Scott Perler
    -------------------------               --------------------------



                                        Title: President
                                               -----------------------

Dated: March 1, 2004                    Dated: March 1, 2004
       ---------------------                   -----------------------



                                        5
<PAGE>
                                                                       EXHIBIT A

                          CONSULTING SERVICE AGREEMENT

         This agreement (" Consulting Agreement") made as of March 1st 2004 ,
shall memorialize and confirm our recent discussions relating to services to be
performed by Iulius Dutu ("CONSULTANT") which shall include the CONSULTANT
providing to SENSE HOLDINGS, INC. (SENSE) assistance in the promotion of
technology represented in a U.S. Patent by Dutu. Such assistance shall consist
of the following: (a) review of materials produced by SENSE to be used in the
promotion of the patented technology; (b) answering questions regarding the
technology from interested parties in meetings, written form or by telephone;
(c) participating in the making of video presentation of the patented
technology; (d) participating in strategic planning regarding the
commercialization of the patented technology; and, (e) demonstrating the
patented technology. The CONSULTANT is not required to work any amount of hours
at SENSE but will provide the assistance on a good faith basis as needed. SENSE
shall reimburse the CONSULTANT for any cost and expenses associated in his
performance hereunder. CONSULTANT shall be compensated for his services as
described in the Agreement, to which this Consulting Agreement is an Exhibit and
which is being executed simultaneously herewith.

Agreed to this 1st day of March, 2004.

 /s/ Iulius Dutu                                      /s/ Dore Perler
 -----------------------                              -------------------------
 Iulius Dutu, CONSULTANT                              Dore Perler, CEO, SENSE




                                        6

</TEXT>
</DOCUMENT>
