LICENSE AGREEMENT

     THIS LICENSE AGREEMENT ("Agreement") is entered into as of this 21st day of
December, 1999, by and between Desert West Marketing, Inc., a Nevada corporation
("Licensee"), and Dr. Robert Milne ("Licensor").

                                    RECITALS

     A. The  Licensor  has  developed  a natural  anti-cholesterol  encapsulated
health supplement derived from fermented rice and Peruvian plant products.

     B.  Licensee  desires  to  acquire,  and the  Licensor  desires to grant to
Licensee,  the  exclusive  right  to  the  use  of the  above  described  health
supplement  together  with all  improvements  thereto,  as well as all  patents,
trademarks,  service  marks,  copyrights,  trade names,  and other  incidents of
ownership of the product (collectively, the "Product"), on the terms and subject
to the conditions specified in this Agreement.

NOW,  THEREFORE,  IN CONSIDERATION OF THE RECITALS SPECIFIED ABOVE THAT SHALL BE
DEEMED TO BE A SUBSTANTIVE  PART OF THIS  AGREEMENT,  AND THE MUTUAL  COVENANTS,
PROMISES, UNDERTAKINGS,  AGREEMENTS, REPRESENTATIONS AND WARRANTIES SPECIFIED IN
THIS  AGREEMENT  AND OTHER GOOD AND  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF WHICH ARE HEREBY  ACKNOWLEDGED,  WITH THE INTENT TO BE OBLIGATED
LEGALLY AND EQUITABLY, THE PARTIES DO HEREBY COVENANT, PROMISE, AGREE, REPRESENT
AND WARRANT AS FOLLOWS:

                                    ARTICLE I
                                GRANT OF LICENSE

     1.1 Grant of Exclusive  License.  The Licensor hereby grants,  and Licensee
hereby accepts,  the sole and exclusive  right to use,  sublicense and otherwise
exploit the Product in any manner anywhere in the world Licensee determines,  in
its sole and absolute discretion, to be appropriate. ARTICLE II PAYMENT

     2.1 Licensing Fees. Licensee shall pay to the Licensor,  on a monthly basis
and within  fifteen  days of the end of each  calendar  month during the License
Period


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(hereinafter  defined),  a licensing  fee in the amount of Ten Cents ($0.10) per
each 100 capsules of Product sold.

     2.2  Sublicensing  Fees.  In the event that the  Licensee  sublicenses  the
Product  during the License  Period,  Licensee  shall pay to the Licensor,  on a
monthly basis and within  fifteen days of the end of each calendar  month during
the License Period,  a sublicensing  fee in the amount of Five Cents ($0.05) per
each 100 capsules of Product sold by any sublicensee of the Licensee.

     2.3 Sales  Reports.  Licensee  shall  provide the  Licensor  with a written
report of all Product sales in detail  satisfactory  to the Licensor at the time
Licensee pays its monthly  licensing  fees. The Licensor shall have the right to
request  additional,  reasonable  detail or  information,  which  Licensee shall
promptly provide, pertaining to any such report.

     2.4 Payment of Taxes.  Licensee shall pay all taxes that may be assessed on
the  Product  or  any  item  derived   therefrom  by  Licensee  or  its  use  or
distribution, including sales taxes.

     2.5 Inspection of Books and Records. Licensee shall keep complete, true and
correct  books and  records  specifying  the sales  and  other  data,  in detail
satisfactory to the Licensor to calculate the licensing fees payable pursuant to
this  Agreement.  The  Licensor  shall have the right to inspect  all  financial
books,  records,  reports and  statements of Licensee at Licensee's  premises or
wherever the same may be maintained,  during normal business hours. The Licensor
right  to  inspect  shall  apply to its duly  authorized  attorney,  accountant,
representative, agent or advisor.

                                   ARTICLE III
                                 PROPERTY RIGHTS

     3.1 Title to Product. Title to the Product is reserved to the Licensor. The
Licensor is and shall remain the sole and exclusive owner of the Product, to the
exclusion  of all  others.  Licensee  shall take no acts  inconsistent  with the
foregoing.

     3.2  Infringement  or Litigation.  The Licensee  shall promptly  notify the
Licensor  of any  infringement  of  the  licensed  Product  and  any  litigation
instituted by any person, firm, corporation,  or governmental entity against the
Licensee or Licensor involving the licensed Product or the ownership thereof. In
the event the Licensor  undertakes  the defense or prosecution of any litigation
relating to the licensed Product, the Licensee shall


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execute  any and all  documents  and do any such  act or  thing  as may,  in the
opinion of counsel for the  Licensor,  be necessary to carry out such defense or
prosecution.

                                   ARTICLE IV
                 REPRESENTATIONS AND WARRANTIES OF THE LICENSOR

The Licensor hereby represents and warrants to Licensee as follows:

     4.1  Warranty of Title.  The Licensor has good title to the Product and the
right to license its use to Licensee free of any proprietary rights of any other
party or any other encumbrance whatsoever.

     4.2 Full Power and Authority.  The Licensor has full power and authority to
grant to Licensee the license specified in Section 1.1 of this Agreement and the
Licensor  has not done or omitted to do and will not do or omit to do any act or
thing by license,  grant or otherwise,  which will or may impair or encumber any
of the rights  granted in this  Agreement  or  interfere  with  Licensee's  full
enjoyment of said rights.  The Licensor is not aware of any claims or litigation
pending or threatened,  which will or might  adversely  affect any of the rights
granted to Licensee.

     4.3  Indemnification.  The Licensor  will, at its expense and at Licensee's
request defend any claim or action brought against  Licensee to the extent it is
based on a claim that the Property infringes or violates any patent,  copyright,
trademark,  trade secret or other  proprietary  right of a third party,  and the
Licensor  will  indemnify  and  hold  Licensee  harmless  from and  against  any
liability,  loss,  damages,  costs,  fees or  expenses,  incurred  by  Licensee,
including,  but not  limited  to,  fees of  attorneys  and other  professionals;
provided  the  Licensor  is  notified  promptly  in  writing,  and is given  all
necessary  information and the authority required for the defense and settlement
of any such suit or  proceeding.  The Licensor will not settle or compromise any
claim or action on Licensee's behalf without  Licensee's  written permission and
in the event Licensee and the Licensor  agrees to settle a claim or action,  the
Licensor  agrees not to disclose the settlement nor to permit the party claiming
infringement to disclose the settle without first obtaining  Licensee's  written
permission.

                                    ARTICLE V
                              TERM AND TERMINATION

     5.1 License Period.  The licenses granted in this Agreement shall remain in
force  for a period of five (5) years  from the date of this  Agreement,  unless
terminated prior to


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that time as provided in Section 5.3 of this Agreement ("License  Period").  The
term of this Agreement shall be renewed  automatically for succeeding periods of
three (3) years each unless  either  party gives to the other party  notice,  at
least one hundred  eighty (180) days prior to the expiration of any term, of the
noticing party's intention not to renew the term of this Agreement.

     5.2 Expiration of License Period.  Upon  expiration of License  Period,  or
other termination  pursuant to this Agreement,  Licensee shall immediately cease
all activities  with regard to the Product and all right,  title and interest of
Licensee  in and to the  Product  shall  terminate  and  vest in the name of the
Licensor.

     5.3 Cause for Termination.  The licenses granted in this Agreement shall be
terminated  automatically  and without further notice upon the occurrence of any
of the following:

          (a)  Expiration  of the  term  specified  in  Section  5.1,  or of any
     optional renewal term in the absence of a subsequent  renewal in accordance
     with the terms of this Agreement;

          (b)  Refusal by  Licensee  to pay any  periodic  license  fee  therein
     provided for in this Agreement;

          (c)  Cessation  of business by Licensee or any  successor or assign to
     whom  the  licenses  granted  in  this  Agreement  have  been  legitimately
     transferred; and,

          (d)  Commission  by  Licensee of an event of default as  specified  in
     Section 5.4.

     5.4 Events of Default.  Licensee  shall have committed an event of default,
and this Agreement and the licenses granted hereunder shall terminate, if any of
the following occur:

          (a) Licensee attempts to use the Product in any manner contrary to the
     terms of this Agreement;

          (b)  Licensee  fails or  neglects  to perform  or  observe  any of its
     existing or future  obligations  under this Agreement,  including,  without
     limitation,  the timely payment of any sums due the Licensor  within thirty
     (30) days after notice that the payment is delinquent;


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          (c)  Licensee  makes an  assignment  of  Licensee's  business  for the
     benefit of creditors;

          (d) A petition in bankruptcy is filed by or against Licensee;

          (e) A receiver, trustee in bankruptcy, or similar officer is appointed
     to take charge of all or part of Licensee's property; and,

          (f) Licensee is adjudicated a bankrupt.

                                   ARTICLE VI
                    NON-DISCLOSURE OF PROPRIETARY INFORMATION

     6.1 Non-Disclosure of Proprietary and Confidential Information By Licensee.
In  consideration  and  recognition of the fact that during the License  Period,
Licensee may have access to Proprietary Information (as used in this Article VI,
"Proprietary  Information" shall mean and include,  without limitation,  any and
all data concerning the Licensor's research,  Product,  manufacturing processes,
inventions,  improvements,  discoveries (whether or not patentable), "know-how",
training and techniques, and any other information of a similar nature disclosed
to Licensee or otherwise  made known to Licensee as a consequence  of or through
this Agreement during the term hereof.  The term Proprietary  Information  shall
not include any information that (i) at the time of the disclosure or thereafter
is or becomes  generally  available to and known by the public,  other than as a
result of a disclosure by Licensee or any agent or representative of Licensee in
violation  of  this   Agreement,   or  (ii)  was  available  to  Licensee  on  a
non-confidential  basis  from a source  other than the  Licensor,  or any of the
Licensor's officers,  directors,  employees, agents or other representatives) or
other information and data of a secret and proprietary nature which the Licensor
desires to keep confidential, and that the Licensor has furnished, or during the
term will furnish such information to Licensee, Licensee agrees and acknowledges
(as used in this Article VI,  Licensee shall mean and include,  Licensee and any
subsidiaries,  affiliates,  related entities,  officers,  agents,  shareholders,
partners,   principals   and/or  employees)  that  the  Licensor  has  exclusive
proprietary rights to all Proprietary  Information,  and Licensee hereby assigns
to the Licensor all rights that it might  otherwise  possess in any  Proprietary
Information.  Except as required in the performance of Licensee's  duties to the
Licensor,  and only after obtaining the express written  permission of Licensor,
the Licensee  will not at any time during or after the term hereof,  directly or
indirectly  use,  communicate,  disclose,  disseminate,  lecture  upon,  publish
articles or otherwise  put in the public  domain,  any  Proprietary  Information
relating to the Licensor or the Licensor's products, including the


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Product.  Licensee  shall  deliver  to  the  Licensor  any  and  all  copies  of
Proprietary  Information  in the  possession  or  control of  Licensee  upon the
expiration or termination of this  Agreement,  or at any other time upon request
by the Licensor. The provisions of this section shall survive the termination of
this Agreement.

                                   ARTICLE VII
                          INDEPENDENT CONTRACTOR STATUS

     7.1 Status of Licensee. Licensee is not an employee of the Licensor for any
purpose whatsoever, but is an independent contractor. The Licensor is interested
only in the results obtained by Licensee, who shall have the sole control of the
manner and means of performing under this Agreement. The Licensor shall not have
the  right to  require  Licensee  to do  anything  which  would  jeopardize  the
relationship  of  independent  contractor  between  Licensee  and the  Licensor.
Licensee does not have, nor shall it hold itself out as having, any right, power
or authority to create any contract or obligation, either express or implied, on
behalf  of,  in the name of,  or  obligating  the  Licensor,  or to  pledge  the
Licensor's  credit,  or to  extend  credit in the  Licensor's  name  unless  the
Licensor  shall consent  thereto in advance in writing.  The Licensee shall have
the right to appoint or otherwise  designate  suitable  representatives  (herein
collectively  referred to as  "Licensee's  Representatives").  Licensee shall be
solely  responsible for Licensee's  representatives  and their acts.  Licensee's
Representatives  shall be at Licensee's own risk, expense, and supervision,  and
Licensee's  Representatives  shall not have any claim  against the  Licensor for
salaries,  commissions,  items  of  cost,  or  other  form  of  compensation  or
reimbursement,  and Licensee represents, warrants, and covenants that Licensee's
Representatives  shall be subordinate to Licensee and subject to each and all of
the terms, provisions and conditions applying to Licensee hereunder.

                                  ARTICLE VIII
                          GENERAL TERMS AND CONDITIONS

     8.1 Notices. All written notices or other written  communications  required
under this Agreement shall be deemed properly given when provided to the parties
entitled thereto by personal delivery (including delivery by commercial services
such as messengers and airfreight  forwarders),  by electronic means (such as by
electronic mail, telex or facsimile  transmission) or by mail sent registered or
certified  mail,  postage  prepaid at the following  addresses (or to such other
address of a party designated in writing by such party to the others):


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         If to the Licensor:                  Dr. Robert Milne
                                              2432 [ILLEGIBLE]
                                              -------------------
                                              [ILLEGIBLE], Nevada
                                              -------------------
                                              Fax: 702-456-9777


         If to the Licensee:                  Desert West Marketing, Inc.
                                              2505 Rancho Bel Air
                                              Las Vegas, Nevada 89107
                                              Fax: [ILLEGIBLE]

All notices  given by  electronic  means shall be confirmed by delivering to the
party  entitled  thereto a copy of said notice by certified or registered  mail,
postage prepaid,  return receipt requested.  All written notices shall be deemed
delivered  and properly  received upon the earlier of two (2) days after mailing
the  confirmation  notice or upon  actual  receipt  of the  notice  provided  by
personal delivery or electronic means.

     8.2 Assignment of Contract.  Licensee may assign or otherwise  transfer its
rights pursuant to this Agreement, including the license granted hereunder, with
the  prior  written  consent  of the  Licensor.  Any  attempt  to  make  such an
assignment  without the Licensor's consent shall be void. The Licensor's consent
shall not be unreasonably withheld.

     8.3  Amendments.  The Licensor and Licensee agree that this Agreement shall
be modified only by a written  agreement duly executed by persons  authorized to
execute agreements on their behalf.

     8.4 Waivers. No waiver by either party, expressed or implied, of any breach
of any term,  condition or obligation of this Agreement by the other party shall
be  construed  as a waiver of any  subsequent  breach of that  term,  condition,
obligation or of any term, condition or obligation of this Agreement of the same
or different nature.

     8.5 Attorneys'  Fees. If any legal action is necessary to enforce the terms
of this  Agreement,  the  prevailing  party  shall  be  entitled  to  reasonable
attorneys'  fees in  addition  to any other  relief to which  that  party may be
entitled.  This  provision  shall  be  construed  as  applicable  to the  entire
Agreement.

     8.6 Severability. If any part of this Agreement is adjudged by any court of
competent  jurisdiction to be invalid, that judgment shall not affect or nullify
the remainder


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of this  Agreement,  and the effect  shall be confined  to the part  immediately
involved in the controversy adjudged.

     8.7 Governing Law. This Agreement  shall be deemed to have been made in the
State of Nevada,  and shall be  construed  pursuant  to the laws of the State of
Nevada.

     8.8   Complete   Agreement.   This   Agreement   sets  forth  the  complete
understanding  of  the  parties  relating  to  the  subject  matter  hereof  and
supersedes  all prior  written  and oral  agreements  and  understandings.  This
Agreement and any provision hereof may be amended, modified or waived only by an
instrument in writing signed by a duly  authorized  representative  of the party
against whom such amendment, modification or waiver is sought to be enforced. In
the event of any  conflict  between the  provisions  of this  Agreement  and the
provisions of any document  other than a  modification  hereof,  this  Agreement
shall prevail.

     8.9  Disclaimer.  The  Licensee  acknowledges  that  it  has  conducted  an
independent  investigation  of the Agreement being offered to it by the Licensor
and recognizes that the business venture contemplated by this Agreement involves
certain  business  risk and that the success or failure of the Licensee  will be
largely  dependent  upon the ability and  resourcefulness  of the Licensee as an
independent businessman. The Licensor expressly disclaims the making of, and the
Licensee hereby  acknowledges that it has not received any warranty or guarantee
express  or  implied  as to the  potential  volume,  profits,  or success of the
Licensee's  sale and promotion of the Product.  The Licensor shall not by virtue
of the approval or advice  provided to the  Licensee  assume  responsibility  or
liability  to the Licensee or to any third person or party for the success of or
failure of Licensee's  business.  The Licensee  acknowledges  that it received a
copy of this  Agreement  for his review at least three days prior to the date of
execution.

     8.10  Subject  Headings.  The subject  headings of the  paragraphs  of this
Agreement are included  solely for purposes of convenience  and reference  only,
and shall  not be  deemed  to  explain,  modify,  limit,  amplify  or aid in the
meaning,  construction  or  interpretation  of  any of the  provisions  of  this
Agreement.

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

     8.12  Interpretations  and  Definitions.  In this  Agreement  whenever  the
context so requires, the gender includes the neuter,  feminine and masculine and
the number


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includes the singular and the plural and the words "person" and "party"  include
individuals,  corporations,  partnerships,  firms,  trusts or associations.  All
references to dollars shall mean U.S. dollars.

     8.13  Custom.  All  parties to this  Agreement  shall have the right at all
times to enforce the provisions  contained in this  Agreement,  and in all other
agreements and documents  required or provided for herein,  in strict accordance
with the terms  thereof,  notwithstanding  any custom or practice in the area or
any  conduct  or  continuing  conduct  on the part of any  party  hereto  to the
contrary unless expressly agreed to in writing. The failure of any party hereto,
at any  time or from  time to time,  to  enforce  any of its  rights  under  any
provision  herein,  strictly in accordance with the same, shall not be construed
as varying the terms  hereof,  in any way or manner,  contrary  to the  specific
provisions  of this  Agreement  or be  construed  as  modifying  or waiving such
provision.

     8.14 Force  Majeure.  No party  shall be liable for any failure or delay in
performing  its  obligations  hereunder  due to any  external  cause  beyond its
reasonable control,  including without limitation,  fire, accident,  acts of the
public enemy, war, rebellion, labor dispute or unrest,  insurrection,  sabotage,
transportation delays, shortage of raw materials,  energy or machinery,  acts of
God, government or the judiciary, or other matters beyond the reasonable control
of a party.

     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed
on the date first written above.

LICENSEE

DESERT WEST MARKETING, INC.


By:      /s/ Russell Seedborg
         --------------------
         Russell Seedborg
Its:     President

LICENSOR
/s/ Robert Milne
----------------------------
Dr. Robert Milne