CONSULTING AGREEMENT

This Agreement is made as of this February 26 2002, by and between Vital Health
Technologies, Inc., ("the Company") a corporation duly organized and existing
under the laws of Minnesota, with offices at 855 Village Center Drive North,
Suite 315, North Oaks, Minnesota 55127 and William Kieger ("the Consultant")
with his address at 6844 W. Shadow Lake Dr., Lino Lakes, Minnesota 55014 .

WHEREAS, the Company is a development stage company that owns a technology
called Variance Cardiography used to detect heart disease.

WHEREAS, the Consultant provides; a liaison between company and variance
cardiograph beta sites for trouble shooting and training needs, advise directors
in maintaining accounting and business reporting, advise regarding
merger/acquisition proposals, assistance in maintaining relationships with
development team members in particular engineers, physicians and regulatory
professionals ("Consulting Services"),

WHEREAS, the Company wishes to retain the services of the Consultants on the
following terms and conditions:

     1.   The Company hereby retains the services of the Consultant for a period
          of 12 months commencing on the date the agreement is signed. In
          exchange for the Consulting Services, the Consultant shall receive
          300,000 shares of Company's common stock Services of the Consultant
          shall not directly or indirectly promote or maintain a market for the
          Company's securities and are not and will not be provided in
          connection with a capital raising transaction for the Company.

     2.   The Consultant shall, employing his best efforts, assist the Company
          by: providing services.

     3.   The Consultant shall be an independent contractor and shall have no
          right or authority to assume or create any obligations or
          responsibility, express or implied, on behalf of or in the name of the
          Company, unless specifically authorized in writing by the Company. No
          provision of this Agreement shall be construed to preclude consultant
          from pursuing other projects.

     4.   The Consultant (including any person or entity acting for or on behalf
          of the Consultant) shall not be liable for any mistakes of fact,
          errors of judgment, for losses sustained by the Company or any
          subsidiary or for any acts or omissions of any kind, unless caused by
          the negligence or intentional misconduct of the Consultant or any
          person or entity acting for or on behalf of the Consultant.

     5.   The Company and its present and future subsidiaries jointly and
          severally, agree to indemnify and hold harmless the Consultant against
          any loss, claim, damage or liability whatsoever, (including reasonable
          attorneys' fees and expenses), to which such indemnified party may
          become subject as a result of performing any act (or omitting to
          perform any act) contemplated to be performed by the Consultant
          pursuant to this Agreement if such act or omission did not violate the
          provisions of Section 4 of this Agreement. So long as the Company has
          not provided counsel to the indemnified party in accordance with the
          terms of this Agreement, the Company and its subsidiaries agree to
          reimburse the defense of any action or investigation (including
          reasonable attorney's fees and expenses), subject to any understanding
          from such indemnified party to repay the Company or its subsidiaries
          if it is ultimately determined that such indemnified party is not
          entitled to such indemnity. In case any action, suit or proceeding
          shall be brought or threatened, in writing, against any indemnified
          party, it shall notify the Company within twenty (20) days after the
          Indemnified Party receives notice of such action, suit or such threat.
          The Company shall have the right to appoint the Company's counsel to
          defend such action, suit or proceeding, provided that such indemnified
          party consents to such representation by such counsel, which consent
          shall not be unreasonably withheld. In the event any counsel appointed
          by the Company shall not be acceptable to such indemnified party, then
          the Company shall have the right to appoint alternative counsel for
          such indemnified party reasonably acceptable to such indemnified
          party, until such time as acceptable counsel can be appointed. In any
          event, the Company shall, at its sole cost and expense, be entitled to
          appoint counsel to appear and participate as co-counsel in the defense
          thereof. The indemnified party, or its co-counsel, shall promptly
          supply the Company's counsel with copies of all documents, pleadings
          and notices which are filed, served or submitted in any of the
          aforementioned. No indemnified party shall enter into any settlement
          without the prior written consent of the Company, which consent shall
          not be unreasonable withheld.

     6.   This Agreement shall be binding upon the Company and the Consultant
          and their successors and assigns.

     7.   If any provision or provisions of this Agreement shall be held to be
          invalid, illegal or unenforceable for any reason whatsoever, (i) the
          validity, legality and enforceability of the remaining provisions of
          this Agreement (including, without limitation, each portion of any
          section of this Agreement containing any such provision held to be
          invalid, illegal or unenforceable) shall not in any way be affected or
          impaired thereby; and (ii) to the fullest extent possible, the
          provisions of this Agreement (including, without limitation, each
          portion of any section of this Agreement containing any such provision
          held to be invalid, illegal or unenforceable) shall be construed so as
          to give effect to the intent manifested by the provision held, invalid
          illegal or unenforceable.

     8.   No supplement, modification or amendment of this Agreement shall be
          binding unless executed in writing by both parties hereto. No waiver
          of any other provisions hereof (whether or no similar) shall be
          binding unless executed in writing by both parties hereto nor shall
          such waiver constitute a continuing waiver.

     9.   This Agreement may be executed in one or more counterparts, each of
          which shall for all purposes be deemed to be an original but all of
          which shall constitute one and the same Agreement.

     10.  The Parties agree that should any dispute arise in the administration
          of this Agreement, that the agreement shall be governed and construed
          by the Laws of the State of Minnesota.

     11.  This Agreement contains the entire agreement between the parties with
          respect to the consulting services to be provided to the Company by
          the Consultant and supersedes any and all prior understandings,
          agreement or correspondence between the parties.

IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.

VITAL HEALTH TECHNOLOGIES, INC.


BY: /s/ Lloyd Woelfle                   BY: /s/ William Kieger
--------------------------------        ------------------------------------
        Lloyd Woelfle                           William Kieger
        Director

BY: /s/ Stephen Muscanto
--------------------------------
         Stephen Muscanto
         Director