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AMENDMENT AGREEMENT TO LOAN AGREEMENT

THIS AMENDMENT AGREEMENT is dated as of the
16th day of November, 2006 (the Effective Date)

BETWEEN:

VITAVEA INC.,
of#204, 1323 Lincoln Street, Bellingham, WA 98229

(hereinafter called the "Borrower")

OF THE FIRST PART

AND:

BLACK POINTE HOLDINGS INC.,
  of Richmond House, 
  PO Box 127, Providenciales, Turks and
Caicos Islands, BWI

(hereinafter called the "Lender")

OF THE SECOND PART

WHEREAS:

A.      The Borrower and the Lender
entered into a Loan Agreement dated as of the 16th day of May, 2006
(the Loan Agreement) whereby the Lender agreed to loan $75,000 (U.S.) to the
Borrower to be repaid on or before November 16, 2006, with interest payable
thereon at a rate of 8% per annum (the Loan).

B.      The Lender has agreed to
extend the term of the Loan to November 16, 2007 on the terms and conditions set
out herein.

NOW, THEREFORE,in consideration of the covenants and
agreements set out herein and the sum of $10.00 paid by the Borrower to the
Lender, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

|1. | Definitions.Except as otherwise set out herein,
      capitalized terms used in this Amendment Agreement shall have the same
      meaning as specified in the Loan Agreement.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                               
|2. | Amendment.The Loan Agreement is hereby amended as
      follows:                                                                                                              

| | (i) | Subsection 1.1(e) is replaced in its entirety with the
      following:
| | --- | -----------------------------------------------------------------------

(e)     
Maturity means November 16, 2007; and

| | (ii) | Section 2.1 of the Loan Agreement is replaced in its
      entirety with the following:
| | ---- | ---------------------------------------------------------------------------------------

2.1     
Loan and Repayment. The Lender hereby agrees to lend to the Borrower the
Principal Sum of $75,000 (U.S.). The Loan shall be made in United States
currency and shall be repaid by the Borrower on or before November 16, 2007.

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| | (iii) | The address of the Borrower set forth in section 7.1 of
      the Loan Agreement is replaced in its entirety with the
  following:
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------

| | The Borrower: | #204, 1323 Lincoln Street,
| | ------------- | --------------------------
| |               | Bellingham, WA 98229      

|   | (iv)                                                                                                                                                                                                                                                                                                                                                                    | The Promissory Note evidencing the Loan Agreement is
      hereby replaced in its entirety with the Promissory Note attached hereto
      as Schedule A to this Amendment Agreement.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|3. | No Other Modification. The parties confirm that
      the terms, covenants and conditions of the Loan Agreement remain unchanged
      and in full force and effect, except as modified by this Amendment
      Agreement.                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|4. | Counterparts.This Amendment Agreement may be
      executed in two or more counterparts, each of which shall constitute an
      original, but all of which, when taken together, shall constitute but one
      instrument, and shall become effective when one or more counterparts have
      been signed by each party hereto and delivered to the other
  parties.
|   |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|5. | Successors and Assigns. Except as otherwise
      expressly provided herein, the provisions hereof shall inure to the
      benefit of, and be binding upon, the successors, assigns, heirs, executors
      and administrators of the parties hereto.                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|6. | Entire Agreement.This Amendment Agreement
      constitutes the full and entire understanding and agreement between the
      parties with regard to the subject hereof.                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|7. | Independent Legal Advice.This Amendment Agreement
      has been prepared by ONeill Law Group PLLC acting solely on behalf of the
      Borrower and the Lender acknowledges that it has been advised to obtain
      independent legal advice.                                                                                                                       

IN WITNESS WHEREOF, the parties have duly executed and
delivered this Amendment Agreement as of the date first written above.

THE BORROWER:

VITAVEA INC.by its authorized signatory:

/s/ John Boschert________________________________John BoschertChief
Financial Officer, Treasurer and Secretary



THE LENDER:

BLACK POINTE HOLDINGS INC.by its authorized
signatory:

/s/ Richard W. Donaldson________________________________ Richard W. Donaldson

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Schedule A



PROMISSORY NOTE



PROMISSORY NOTE

|EXECUTED BY:       | VITAVEA INC.              
|------------------ | --------------------------
|                   | (the "Borrower")          
|                   |                           
|IN FAVOUR OF:      | Black Pointe Holdings Inc.
|                   | (the "Lender")            
|                   |                           
|PRINCIPAL AMOUNT:  | $75,000 (U.S.)            
|                   |                           
|DATE OF EXECUTION: | November 16, 2006         

FOR VALUE RECEIVED the Borrower hereby promises to pay
to or to the order of the Lender on November 16, 2007, the principal sum of
$75,000 (U.S.), together with interest thereon at the rate of 8% per annum,
calculated and compounded annually, both before and after maturity from the date
hereof.

The Borrower waives presentment, demand, notice, protest and
notice of dishonour and all other demands and notices in connection with the
delivery, acceptance, performance, default or enforcement of this Promissory
Note.

The Borrower agrees this Promissory Note may be negotiated,
assigned, discounted, or pledged by the Lender and in every case payment will be
made to the holder of this Promissory Note instead of the Lender upon notice
being given by the holder to the undersigned, and no holder of this Promissory
Note will be affected by the state of accounts between the undersigned and the
Lender or by any equities existing between the undersigned and the Lender and
will be deemed to be a holder in due course and for the value of the Promissory
Note held by him.

DATED effective this 16th day of November, 2006.

VITAVEA INC. by its authorized signatory:

________________________________ John BoschertChief Financial Officer, Treasurer and Secretary

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