EXHIBIT 10.9

                               LICENSING AGREEMENT

          THIS   AGREEMENT   is  made  on  December  13,  1999  by  and  between
GoHealth.MD, Inc., a Delaware Corporation having its principal place of business
located at 2051 Springdale Road, Cherry Hill, New Jersey 08003 (the "Buyer") and
Company X t/a James Corea's Vita-labs,  having their principal place of business
located at 813 East Gate Drive, Mount Laurel, New Jersey 08054 (the "Seller").

                                     RECITAL

     WHEREAS,    the   Seller   owns   and    operates   a   website    entitled
"Healthyfirst.com";

     WHEREAS,  the Seller desires to sell one-half interest and Buyer desires to
buy one-half of all rights,  title and interest  associated to Seller's  website
entitled "Healthyfirst.com."

     THEREFORE, in consideration of the mutual promises and conditions contained
in this agreement, the parties agree as follows:

                                PURCHASE AND SALE

1.   The Buyer  shall buy and the Seller  shall  sell,  any and all of  Seller's
     rights,   title  and  interest  associated  to  Seller's  website  entitled
     "Healthyfirst.com"  for the purchase price of Twenty Five Thousand  Dollars
     ($25,000.00)  payable upon the  execution of this  agreement by both Seller
     and Buyer in the form of a company check.

2.   Upon the signing  of  this agreement and the exchange of said funds, Seller
     hereby grants Buyer the exclusive  unrestricted  discretion  and permission
     to: 1) operate,  manage and to host through World Wide Web  Communications,
     Inc.,  the  website  "Healthyfirst.com,"  2)  design  and/or  redesign,  if
     necessary,  the  website  entitled  "Healthyfirst.com,"  3) add  additional
     content,  including but not limited to, medical articles of buyer's choice,
     to the website, if necessary,  4) to establish hyperlinks to other internet
     websites,  5) solicit and sell  advertising  space on the website  entitled
     "Healthyfirst.com" at its sole discretion,  and 6) advertise and market the
     website entitled "Healthyfirst.com" on major online search engines.

3.   Buyer  and  Seller  hereby  unconditionally  agree to  utilize  any and all
     available advertising and marketing avenues,  including but not limited to,
     print, radio and direct mailings, to promote the website  Healthyfirst.com.
     Any and all expenses incurred therefrom will be borne by the Buyer.

4.   Buyer and Seller  agree to split 50/50 all gross  profits  after  expenses,
     which expenses include but are not limited to, cost of product, mailing and
     postage, boxes and packaging, etc, and one employee not

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     to exceed  $25,000.00  without  mutual consent of the parties  herein.  The
     parties  further agree that any retention of additional  employees shall be
     with their mutual consent. All revenues will be monitored by the Buyer in a
     separate  account  entitled  "James Corea's  Vita-labs." The length of this
     agreement is in perpetuity.

5.   Seller and James Corea,  individually,  hereby agree that they will not for
     the period of this agreement, which is in perpetuity,  reestablish, reopen,
     become  engaged in or be associated  with, a business of similar  nature of
     that which Seller is now engaged and put forth  maximum  efforts to endorse
     and  promote  the  website in his  capacity  as a radio host on WWDB or any
     other radio station.

                    COMPLIANCE WITH LAW AND OTHER INSTRUMENTS

6.   The Seller hereby  represents  that, to its best knowledge after reasonable
     due  diligence,  the Seller is not in violation of any term or provision of
     any charter, by-law, contract,  agreement,  instrument,  judgment,  decree,
     order,  statute,  rule or  regulation,  and  that the  Seller's  execution,
     delivery and  performance of this contract will not result in any violation
     or in the  creation  of any  lien,  encumbrance,  or  charge  on any of the
     properties or assets of Seller.

                                 SELLER'S TITLE

7.   The Seller warrants that it has good, absolute and marketable title to this
     domain  name  and  that  it  has  been  properly  registered  with  Network
     Solutions, Inc.

8.   The Seller  represents  that it has no  knowledge  of any claim  against it
     under or in respect  of,  nor any  reason to  believe  that it is or may be
     infringing  on or  otherwise  acting  adversely to the rights of any person
     under or in respect of, any patent,  trademark,  service mark,  trade name,
     copyright, license, or other similar intangible property; and Seller is not
     aware  of any  obligation  or  liability  to make  any  payments  by way of
     royalties, fees, or the like to any owner or licensee of, or other claimant
     under,  any  intangible  property  with respect to its use or in connection
     with the conduct of Seller's  business  or  otherwise  (other than any fees
     that may be owed from time to time to Network Solutions, Inc.).

                                     NOTICES

9.   Any  notices  or other  communications  required  or  permitted  under this
     contract  shall be  sufficiently  given if delivered  personally or sent by
     registered  or certified  mail,  postage  prepaid,  addressed to the Seller
     located at 813 East Gate Drive,  Mount Laurel,  New Jersey 08054 and to the
     Buyer at GoHealth.MD,  Inc. located at 2051 Springdale  Road,  Cherry Hill,
     New Jersey 08003 or at any other address  furnished in writing by one party
     to the  other,  and  shall  be  deemed  to have  been  given as of the date
     delivered or deposited in the United States mail, as the case may be.

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                                  CHOICE OF LAW

10.           It is the  intention  of the parties that the laws of the State of
              New  Jersey  shall  govern  the  validity  of this  contract,  the
              construction of its terms,  and the  interpretation  of the rights
              and duties of the parties.

                                   ARBITRATION

11.           Any dispute  arising  under this  contract or relating to the sale
              and purchase  described in this contract  shall be resolved  under
              the  commercial  arbitration  rules  of the  American  Arbitration
              Association.

                                    HEADINGS

12.           Headings  contained  in this  contract are for  reference purposes
              only and shall not affect in any way the meaning or interpretation
              of this contract.

                              COUNTERPART EXECUTION

13.           This contract may be executed in two or more counterparts, each of
              which shall be deemed an original, but all of which together shall
              constitute but one and the same instrument.

                                     GENDER

14.           All personal  pronouns  used in this  contract  shall  include the
              other genders  whether used in the masculine or feminine or neuter
              gender,  and the singular shall include the plural whenever and as
              often as may be appropriate.

                               PARTIES IN INTEREST

15.           All the terms and  provisions of this contract shall be binding on
              and inure to the  benefit of, and be  enforceable  by, the Seller,
              the Buyer and their respective successors and assigns.

                               INTEGRATED CONTRACT

16.           This  contract   constitutes  the  entire  agreement  between  the
              parties,   and   there   are   no   agreements,    understandings,
              restrictions,  warranties,  or representations between the parties
              other than those set forth,  provided for or otherwise  referenced
              in this contract.



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ATTEST:                         GOHEALTH.MD, INC.

                                         /s/ Leonard Vernon
________________________         By: ______________________________
                                 Leonard F. Vernon, President



ATTEST:                         Company X t/a James Corea's Vita-labs

                                       /s/ James Corea
________________________         By: ______________________________
                                 James Corea, President


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