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EXHIBIT 10.4

MORGAN & SAMPSON, INC.
DISTRIBUTION SERVICE AGREEMENT

This Distribution Service Agreement (hereinafter) called "Agreement") is
made this 15th day of August 2001 by and between MORGAN & SAMPSON,
INC., a California Corporation (hereinafter called "Warehouseman"), and
NATUREWELL, INC.  (Hereinafter called "Manufacturer").

WHEREAS Warehouseman and Manufacturer are each desirous of entering into
a Distribution Service to be performed by Warehouseman on behalf of
Manufacturer,

NOW, THEREFORE, the parties hereto in consideration of the premises and
the mutual promises herein contained, do hereby covenant, promise and
agrees as follows:

1.    DEFINITIONS.    For purposes of the Agreement, the following terms
shall have these meanings:
1.1     "Products" shall mean the products manufactured by the
Manufacturer or otherwise offered by it for sale to its customers and
which are to be stored and shipped by Warehouseman in accordance with
this Agreement.
1.2     "Basic Service" shall mean the services rendered by the
Warehouseman in the Handling, Warehousing and Distribution of the
Products of the Manufacturer as further defined in this Agreement.
1.3     "Warehouse" shall mean the building owned or used by the
Warehouseman for storage of Products in the ordinary course of its
business at 1651 South Carlos Avenue, Ontario, California  91761,
and/or such other buildings as the parties shall agree upon.

2.    TERM OF AGREEMENT.    The term of agreement shall be for a period
of one (1) year, and the Contract shall continue in effect thereafter
until terminated by either party by giving ninety days written notice
to the other of its desire not to continue this agreement in force.

3.    DUTIES OF WAREHOUSEMAN.    During the term of this Agreement,
Warehouseman shall render to Manufacturer the Basic Services as more
particularly described hereinafter in this paragraph.
3.1     Handling shall consist exclusively of the rendering of the
following services by Warehouseman during its regular business hours
with respect to Products duly tendered for delivery pursuant to this
Agreement:
       (a) Receipt of Products at the warehouse loading dock during
           normal working hours of Warehouse;
       (b) Loading Products into the Warehouse;
       (c) Rendering memoranda of the receipt of Products from
           Manufacturer, indicating the quantity of the Products
           received and the condition of the Products (as is readily
           apparent from the condition of the containers in which such
           were delivered or upon Warehouseman's unpacking of such
           containers). Such memoranda are to be sent to Manufacturer
           within three (3) days following receipt of any shipment of
           Products.  Manufacturer shall furnish Warehouseman with a
           schedule explaining its markings with respect to name of
           product, quantity and size.  Each container shall be marked
           consistently with such schedule to provide Warehouseman
           with such information.
       (d) Keeping inventory records of Products delivered and shipped
           hereunder and rendering no less than monthly summaries of
           the transactions made with respect to such Products and no
           less than semi-annual inventory of the Products physically
           on hand.

3.2     Warehousing shall consist of the storage of the Products of
Manufacturer in the Warehouse from the time of receipt until the time
of shipment in accordance with the terms of this Agreement.  It is
understood that Warehouseman has allocated (5,000 approx.) square feet
of warehouse space for the Products of the Manufacturer. Upon reasonable
notice from Manufacturer that it requires additional space and provided
such additional space is available in the Warehouse, Warehouseman will
allocate additional space to Manufacturer.

3.3     Distribution shall consist exclusively of the following services
to be rendered by the Warehouseman with respect to the Products:
     (a)  Acceptance of orders by telephone, in writing, or computer
          data link for products from the Manufacturer.  Only such
          orders received from an agent or representative of the
          Manufacturer, as designated by Manufacturer in writing, are to
          be considered valid.  Customers listed on customer lists to
          be supplied by Manufacturer.  It is understood that all such
          orders submitted to the Warehouseman for shipment shall
          have had prior credit approval by the Manufacturer and that
          such credit responsibility shall at all times remain with the
          Manufacturer.
     (b)  Shipping such orders on forms to be supplied by the
          Manufacturer to the Manufacturer's customers by mail or by
          delivery to such common carriers as Warehouseman in its discretion
          shall determine, within a reasonable time following its receipt
          of an order.

EXHIBIT  "A"

1.     Effective August 15th, 2001, fees for Basic Services as outlined in
Paragraph 5.1, will be as follows:

(a)  Shipping & Handling: Sixty Five cents (.65) per case for
each case of finished goods delivered to the Distribution
Center payable upon receipt of merchandise, billed at the end
of the month.

(b)  Storage: Fifteen Hundred dollars even ($1,500) per month,
billed at the end of each month.

2.     Effective August 15th, 2001, fees for Extra Services as outlined
in Paragraph 6, will be at the rate of $27.00 per labor hour expended by
Warehouseman in such extra services plus the cost of any materials used.

3.     Enhancement Pallet Fee - Six Dollars ($6.00) per Pallet:
Performed on authorized finished goods delivered to the Distribution
Center payable upon receipt of merchandise, billed at the end of each
month.

4.     Assessorial charges will be bill at the following rates:
                      Fax              $1.00/ page
                      Postage             @ actual
                      Photo Copies     $0.11/ page
                      Phone               @ actual

5.     Freight Advance Account:        Initial Level          $15,000
                                       Minimum Level          $10,000

6.     Payment Terms 45 days:

Open invoices beyond 45 days will be accessed a per diem interest penalty of
prime plus 1%.

NATUREWELL, INC.                       MORGAN & SAMPSON, INC.

By:  /s/ Timothy J. Connor             By:  /s/Daniel B. Morgan
                                               Daniel B. Morgan
                                               President

Dated:  /s/ 9-04-01                    Dated:  /s/ 8/28/01


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