Business Development Agreement


    “BUSINESS
      DEVELOPMENT AGREEMENT”

    


    This
      Business
      Development Agreement
      (the
“BDA” or the “Agreement”)
      is
      entered into as of this the ____ day of ______________, 2006 (the “Effective
      Date”) by and between Larry D. McNabb, an individual (hereinafter referred to as
      “LDM”), and Vitasti, Inc., a Delaware corporation (hereinafter referred to as
“Client”). LDM and Client are occasionally referred to herein individually as a
“Party” and collectively as the “Parties.”

    


    WHEREAS,
      Client
      wishes to engage LDM to assist in identifying, developing, qualifying and/or
      advising with respect to prospective and/or actual business opportunities
      (hereinafter referred to as the “Engagement”). 

    


    WHEREAS,
      LDM
      hereby agrees to serve Client as a liaison and referral source for the purpose
      of securing additional business opportunities for Client and Client related
      persons and/or entities (“Affiliates”) in a number of fashions, including,
      without limitation, mergers and acquisitions, collateralized debt obligations,
      partnering, licensing, co-branding and other business related affiliations,
      serve as a non-exclusive finder for Client and its Affiliates with respect
      to
      related ventures, and such other lawful purposes as the undersigned shall
      determine from time to time (the “Transaction” or “Transactions”). 

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises hereinafter set forth, the sufficiency
      of
      which are hereby acknowledged, LDM and Client agree as follows:

     

    
      	
              A.

            	
              Appointment
                as Client's Finder.
                Client hereby authorizes LDM, on a non-exclusive basis, to identify
                merger
                or acquisition candidates, investors, underwriters, lenders, guarantors
                and/or similarly situated persons and/or entities (collectively,
                the
                “Investors”) interested in providing funds or capital (“Financing”) to
                Client (the term “Financing is fully defined below in paragraph “F”),
                Client’s Affiliates or portfolio companies (collectively, the “Client
                Entities”) on terms acceptable to the Client Entities and the Investors.
                 It is agreed that LDM shall have no role and shall play no part in
                any negotiations and/or relationship by and between any Investors
                and
                Client Entities; and that LDM is not now, nor shall it ever be, an
                agent
                of the Client Entities with respect to any Financing. It is further
                understood that LDM is acting solely as a finder, is not a licensed
                securities or real estate broker or dealer, and shall have no authority
                to
                enter into any Financing commitments on behalf of Client and/or Client
                Entities, Client affiliates or portfolio companies, or to negotiate
                the
                terms of any potential Financing or to hold any funds or securities
                in
                connection with any potential Financing or to perform any act which
                would
                require LDM to become licensed as a securities or real estate broker
                or
                dealer.

            


    

    


    
      	
              B.

            	
              Acceptance
                of Opportunities.
                Client shall have the sole and absolute right to make, accept or
                reject
                any potential Transaction or Transactions arising from this
                BDA.

            


    

    


    
      	
              C.

            	
              Terms
                of Client Submission to Success Fees.
                Client guaranties to LDM that if a Transaction is effectuated by
                and
                between any Client Entities and any Investors, then Client will pay
                LDM a
                fee of USD$600,000 converted into restricted common shares at $0.10,
                or
                6,000,000 restricted common shares (“Success Fee”).
                

            


    

     

    
      	
              D.

            	
              Method
                and Terms of Payment of Success Fees.
                Any Success Fee owed to LDM by Client Entities shall be paid in cash
                concurrent to the time of the Closing of any such
                Transaction(s).

            


    

    


    
      	
              E.

            	
              Disclosure
                of Success Fee in Transaction Documents.
                Client Entities shall include language describing the Client Entities’ fee
                responsibility to LDM in the documents for any Transaction(s). Upon
                request, the Client Entities shall provide LDM with copies of all
                such
                documents and give LDM adequate advance notice of the time and place
                of
                Closing, which LDM shall have the right to
                attend.

            


    

    


    F. Financing.
      Financing shall mean all amounts furnished to, or for use by, Client Entities
      from any Investors, regardless of whether said Investors were directly or
      indirectly introduced by, or through the efforts of, LDM to Client Entities
      after the date of this Agreement, and regardless of whether said Financing
      amounts are tendered by Investors in equity or debt securities, loans, loan
      commitments, guarantees of indebtedness, leasing, sale and leaseback, joint
      ventures or licenses. 

    


    
      	
              G.

            	
              Expiration
                of the BDA.
                The expiration of this BDA shall be 18 months after the date hereof
                or
                thirty days after written notice of termination from Client received
                by
                LDM at LDM's address below, whichever is later. However, Client's
                Success
                Fee obligations to LDM arising out of this BDA from a Transaction
                by
                Client to a business introduced to, or dealt with on behalf of, Client
                by
                LDM during the term hereof, shall survive for five (5) years after
                the
                expiration of this BDA.

            


    

    


    
      	
              H.

            	
              Assignment.
                The Success Fee is assignable, in whole or in part, at the discretion
                of
                LDM.

            


    

    


    
      	I.  	
              Waiver.
                No delay in exercising, no course of dealing with respect to, or
                no
                partial exercise of any right or remedy hereunder shall constitute
                a
                waiver of any other right or remedy, or future exercise
                thereof.

            


    

     

    
      	J.  	
              Severability.
                If any term or provision of this BDA is held by a court of competent
                jurisdiction to be invalid, void, or unenforceable, all terms, provisions,
                covenants, and conditions and all applications not held invalid,
                void, or
                unenforceable will continue in full force and will in no way be affected,
                impaired, or invalidated.

            


    

     

    
      	K.  	
              Notice.
                Written notice by any Party to the other shall be deemed to have
                been
                given when received via certified mail by the intended recipient
                thereof
                at its address shown on the signature page hereof, or to such other
                address as such intended recipient may specify in a written notice
                pursuant hereto.

            


    

     

    
      	L.  	
              Governing
                Law.
                This BDA shall be governed in all respects by the laws of the State
                of
                California, without reference to conflicts of law rules. This BDA
                shall be
                considered made and entered into in the State of California. The
                parties
                agree that the United Nations Convention on Contracts for the
                International Sale of Goods is specifically excluded from application
                to
                this Agreement. Any lawsuits or other legal actions brought to enforce
                this BDA, or otherwise related to this BDA shall be brought exclusively
                in
                the federal or state courts within California. Each Party hereby
                waives
                its right to a trial by jury.

            


    

     

    
      	M.  	
              Entire
                Agreement; Amendment.
                This BDA, together with any Exhibits and Schedules hereto, constitutes
                the
                entire BDA among the parties with respect to the subject matter hereof
                and
                supersedes in all respects all prior proposals, negotiations,
                conversations, discussions and agreements between the parties. This
                BDA
                may not be modified or amended except by express written amendment
                signed
                by authorized representatives of all
                parties.

            


    

     

    
      	N.  	
              Attorneys'
                Fees.
                If any party hereto commences an action against another party to
                enforce
                any of the terms hereof or because of the breach by such other party
                of
                any of the terms hereof, the prevailing party shall be entitled,
                in
                addition to any other relief granted, to all actual out-of-pocket
                costs
                and expenses incurred by such prevailing party in connection with
                such
                action and the enforcement and collection of any judgment rendered
                therein, including, without limitation, all reasonable attorneys'
                fees,
                consultant fees and expert witness fees, and a right to such costs
                and
                expenses shall be deemed to have accrued upon the commencement of
                such
                action and shall be enforceable whether or not such action is prosecuted
                to judgment.

            


    

     

    
      	O.  	
              Facsimile
                Certification.
                A
                facsimile copy of this BDA signed by any and/or all Parties shall
                have the
                same binding and legal effect as an original of the
                same.

            


    

     

    
      	P.  	
              Counterparts.
                This BDA may be executed in one or more counterparts, each of which
                shall
                be deemed an original, but all of which together shall constitute
                one in
                the same instrument. Regardless of whether this BDA is executed in
                one or
                more counterparts, each such counterpart may be executed by actual
                or
                facsimile signature(s).

            


    

     

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto, through their duly authorized officers, have executed this
      Agreement as of the Effective Date.

     

    
      	
              VITASTI,
                INC.

               

               

              By:
                

              Title:
                

               

              Address:______________________________________

              _____________________________________________
                

              Tel
                No:__________________________

              Fax
                No: _________________________ 

            	
              LARRY
                D. McNABB

               

               

              By:
                

              Title:
                

               

              Address:______________________________________
                _____________________________________________

              Tel
                No:__________________________

              Fax
                No: _________________________