{VEO469444.DOC;1/60577.042001/}

                                LICENSE AGREEMENT

THIS  LICENSE  AGREEMENT ("AGREEMENT") IS MADE AND EFFECTIVE AS OF MARCH 9, 2001
BY  AND BETWEEN VITAMINERALHERB.COM CORP., A NEVADA CORPORATION ("GRANTOR"), AND
TROY  ZAPARA  ("LICENSEE"),  WITH  REFERENCE  TO  THE  FOLLOWING  FACTS:

1.     Grantor  owns  and  operates  an  Internet marketing system for vitamins,
       minerals,  nutritional supplements, and other health and fitness products
       (the  "Products")  in which Grantor offers Products for sale from various
       suppliers  on  Grantor's  Web  Site.

2.     Licensee  desires  to  market  the  Products  to  medical  professionals,
       alternative  health  professionals, martial arts studios and instructors,
       sports  and  fitness  trainers,  other  health and fitness practitioners,
       school  and  other  fund  raising  programs  and  other  similar types of
       customers  ("Customer(s)")  in  the  Territory,  as  hereinafter defined.
       Customers  will be able to buy the Products on a continuing basis through
       Grantor's  Web  Site.

NOW THEREFORE, in consideration of the mutual promises, warranties and covenants
herein  contained,  the  parties  hereby  agree  as  follows:

1.     Scope  of  Agreement.  This  Agreement  shall  govern  all  Products sold
       --------------------
       through  Grantor's  Web  Site to Customer(s). Exhibit A contains detailed
       information  regarding specifications, quality control, pricing and other
       terms  relating  to  the  Product(s)  to be ordered through Grantor's Web
       Site. The parties agree that Exhibit A will be amended to include similar
       information  with respect to any future orders of the same product or any
       future  Product  ordered by Licensee or Customers. Pricing may be amended
       from time to time on the Web Site, and in the event of a conflict between
       the  pricing  on  the  Web  Site  and the pricing in Exhibit A, the price
       posted on the Web Site at the time of order shall obtain. IN THE EVENT OF
       ANY  CONFLICT  BETWEEN THE TERMS OF THIS AGREEMENT AND ANY PURCHASE ORDER
       SUBMITTED  BY  CUSTOMER,  THE  TERMS  OF  THIS  AGREEMENT  WILL  CONTROL.

2.     Grant  of  License; Territory.  Territory shall be the Maritime Provinces
       -----------------------------
       in  Canada. Grantor grants to Licensee the exclusive rights to market the
       Products  in  the  Territory  through  the  Web  Site.

3.     Consideration. Licensee shall pay Grantor the sum of Thirty-five Thousand
       -------------
       US  Dollars  (US  $35,000)  for  the  License.

4.     Manufacture  of  Products.  All  Products  marketed through Grantor's Web
       -------------------------
       Site shall be manufactured, packaged, prepared, and shipped in accordance
       with the specifications and requirements described on Exhibit A hereto as
       it  may be modified from time to time. Quality control standards relating
       to  the  Product's weight, color, consistency, micro-biological content,
       labeling and packaging are also set forth on Exhibit A. In the event that
       Exhibit  A  is  incomplete, Products shall be manufactured and shipped in
       accordance  with  industry  standards.


<PAGE>
5.     Labeling;  Packaging.  Products  shall  be  labeled with Standard Labels,
       --------------------
       except  for  Private Label Products, as described herein. Standard labels
       shall  contain  all  information  necessary  to conform to regulatory and
       industry  requirements.

6.     Private  Label  Products.  Vitamins,  minerals,  herbs,  and  nutritional
       ------------------------
       supplement  products may be available for sale with labels customized for
       the  Customer ("Private Label Products"). Grantor shall cause supplier to
       affix  to  Private  Label Products labels furnished by Customer which are
       consistent with supplier's labeling equipment and meet all federal and/or
       state  labeling  requirements  for  the  Product(s)  ordered. Pricing for
       Private  Label  Products shall be as determined by supplier and posted on
       the  Web Site by Grantor, and the price posted on the Web Site at time of
       order  shall  obtain.

7.     Shipping.  Shipping  shall  be by UPS ground unless Customer requests and
       --------
       pays  for  overnight  shipping  by  UPS.  Grantor  will post shipping and
       handling fees for overnight shipping on the Web Site. The price posted at
       the time of order shall obtain. All orders from supplier's stock shall be
       shipped  within seventy-two (72) hours of receipt of the order. Items not
       in  stock (back orders) shall be shipped on a timely basis, but not later
       than  four  to  six  weeks  from  time  of  order.

8.     Products and Pricing. The initial pricing for the Product(s) is set forth
       --------------------
       on  Exhibit  A.  The  price  may  be  amended from time to time, and such
       amendments  will  be posted on the Web Site. The price posted at the time
       of  order  shall  obtain.  Terms are payment by credit card or electronic
       funds  transfer  at  time  of  purchase.

9.     Minimum  Order  Quantities  for  Vitamin,  Mineral,  and/or  Nutritional
       ------------------------------------------------------------------------
       Supplements.  The  minimum  order quantity is 100 bottles per formulation
       -----------
       for  standard  Products. Customer Formulas, as defined herein, shall have
       minimum  order  quantities  of  5,000  units.

10.     Web  Site  Maintenance; Fees.  Grantor shall maintain Grantor's Web Site
        ----------------------------
       (the  "Web  Site").  The  Web  Site  shall  post  current  prices for all
       Products.  Customers  will  be able to obtain unique identification codes
       ("Userid(s)")  and  select  passwords  on  the  Web  Site.  Grantor shall
       maintain  the Web Site in a manner that ensures secure Internet financial
       transactions.  Licensee  shall  pay  Grantor  a  maintenance  fee of $500
       yearly,  beginning  on  the  anniversary  date  of  this  Agreement,  for
       maintenance  of  the  Web  Site.

11.     Orders.  All  Products  shall  be  ordered  through  the  Web  Site.  In
        ------
       jurisdictions  in  which  sales tax would be collected on retail sales of
       the  Products,  Licensee shall ensure that each Customer provides a sales
       tax  ID  number  for  exemption from sales tax. Licensee shall assist its
       Customer  to  register  on  the Web Site. Each Customer shall be issued a
       Userid  and  shall  select  a  password upon registration. Upon ordering,
       Customer  must  pay  for  Product  by  credit  card,  debit  card,  or by
       electronic  funds  transfer ("e-check") and all funds will be remitted to
       Grantor.  Upon  receipt  of  order,  Grantor  will  email the supplier to
       purchase  the  Product(s)  ordered.  Supplier  will  drop-ship  the order
       directly  to  the  Customer  in  accordance  with  Section 7, "Shipping."


<PAGE>
12.     Sharing  of  Profits;  Sales  Reports.  Licensee  and Grantor shall each
        -------------------------------------
       receive  one-half of the profit on all sales made through the Web Site by
       Licensee.  Grantor  agrees to pay supplier for the Product purchased upon
       receipt  of  cleared funds. Grantor will retain its one-half share of the
       profit  and  will  remit  the balance to Licensee by the tenth day of the
       month  following sales. Grantor further agrees to provide Licensee with a
       Monthly  Sales  Report of all sales made by Licensee through the Web Site
       detailing  the  purchases  from  each  Customer.  Grantor will e-mail the
       Monthly  Sales Report to Licensee by the tenth day of the month following
       such  sales.

13.     Warranties  and  Indemnification.  Grantor  warrants  that all Products,
        --------------------------------
       including  Joint  Formula  Products  but  not  including Customer Formula
       Products, shall be fit for the purpose for which produced and shall be in
       full  and  complete  compliance  with  all local, state, and federal laws
       applicable  thereto.  Grantor  warrants that all Custom Products shall be
       manufactured  in  accordance  with  Customer's  specifications.  Grantor
       warrants  that  all  non-Private  Label  Products  shall be correctly and
       accurately described on each label affixed thereto, and that all labeling
       affixed  thereto shall be in full and complete compliance with all local,
       state,  and  federal laws applicable thereto. Grantor warrants, covenants
       and  certifies that its supplier(s)' manufacturing facilities comply with
       applicable  federal,  state,  city,  county,  and  municipal laws, rules,
       regulations,  ordinances,  and  codes  in  all material respects. Grantor
       hereby  agrees  to  indemnify,  hold  harmless  and  defend Licensee, its
       Customers,  Buyers,  affiliates,  directors,  officers,  agents  and
       representatives  from and against any loss, claim, and expense (including
       attorneys  fees  and costs, and costs of a recall of Product) incurred or
       suffered  as  a consequence of Grantor's breach of its product warranties
       as  set  forth  herein.

14.     Nature  of  Relationship.  (a)  This  Agreement  does not constitute nor
        ------------------------
       empower  the Licensee as the agent or legal representative of Grantor for
       any  purpose  whatsoever.  Licensee  is  and  will  continue  to  be  an
       independent  contractor.

            (b)     The arrangement created by this Agreement is not, and is not
       intended  to  be,  a  franchise  or business opportunity under the United
       States'  Federal  Trade  Commission  Rule:  Disclosure  Requirements  and
       Prohibitions Concerning Franchising and Business Opportunity Ventures and
       is  not  a  franchise,  business opportunity or seller assisted marketing
       plan  or  similar  arrangement  under  any other federal, state, local or
       foreign  law,  rule  or  regulation.

            (c)     Licensee  is  not prohibited by this Agreement from pursuing
       other  business  opportunities  or  other  employment.


<PAGE>
15.     Rights  in  Formulas.
        --------------------

        (a)    Customer Formulas. Any formula provided exclusively by Licensee's
               Customer  shall  be  owned  by  Customer  ("Customer  Formula"),
               provided  that  such  Customer  Formula  does  not  substantially
               duplicate an existing Grantor formula. Grantor agrees not to sell
               products to other customers using any Customer Formula during the
               period  in  which  Customer  is  ordering products containing the
               formula  and  for  so  long  as  Customer  continues  to purchase
               products  containing  the  Customer  Formula.

        (c)    Joint  Formulas. If Grantor and Customer jointly create a formula
               ("Joint  Formula"),  such  Joint Formula will be jointly owned by
               the  parties.  Grantor  agrees  not  to  sell  products  to other
               customers  using  the  Joint  Formula  during the period in which
               Customer  is  ordering products containing the Joint Formula from
               Grantor  without  written  permission from Customer. In the event
               that Customer fails to order a specific Joint Formula Product for
               a  period  of  3  months,  Grantor shall be free to sell products
               containing  the  Joint  Formula  to  other  customers.

16.    Term  of  Agreement;  Breach of Agreement. This Agreement shall continue
       -----------------------------------------
       for three (3) years, and shall be automatically renewed unless one of the
       parties  provides  ninety  (90) days written notice of termination to the
       other  party. Licensee may terminate this Agreement for any reason at any
       time  upon  ninety (90) days written notice to Grantor. In the event of a
       material  breach  of  this Agreement, the non-breaching party may provide
       written  notice  of breach. Upon notice from the non-breaching party, the
       breaching  party  shall have fourteen (14) days to cure the breach, after
       which  period,  if  not  cured,  the  Agreement  shall  be  automatically
       terminated.  In  no  event shall Grantor be required to accept or deliver
       product  under  any  purchase  order  if  Grantor  has  not  received the
       outstanding  balance  due  on  any  previous  purchase  order in a timely
       manner.  Failure  to  so  perform  shall  not  be deemed a breach of this
       Agreement  by  Grantor.

17.    Trade  Secrets.  Grantor  and  Licensee(s)  are  the  owners  of certain
       --------------
       products,  technology,  information, customer lists, services, processes,
       financial  information,  pending  or  prospective transactions/proposals,
       operating  and marketing plans and procedures, designs, product formulas,
       specifications,  manufacturing  methods,  ideas,  prototypes,  software,
       patent,  trademark  and copyright applications or registrations and other
       similar data relating to each party's business which data is not publicly
       known  and  derives  economic  value  from  not  being  publicly  known
       (collectively "Trade Secrets"). Each party agrees that it will not use or
       disclose  to  third  parties any Trade Secret it receives from the other,
       except  as  may be contemplated by this Agreement. Each party agrees that
       it will take all reasonable precautions to assure that no Trade Secret is
       conveyed  to  any  officer,  employee, agent, manufacturer or other third
       party who does not have a need to know such Trade Secret. The obligations
       created  by  this  Section  10  shall  survive  the  termination  of this
       Agreement  or  any  business  relationship between the parties. Any Trade
       Secret  contained  in  any  writing  will  be returned to the other party
       promptly  upon  written request, together with any reproductions thereof.


<PAGE>
18.    Governing  Law;  Dispute Resolution. This Agreement shall be governed by
       -----------------------------------
       Washington  law  in  accordance  with  the  Dispute  Resolution Agreement
       attached  hereto  as  Exhibit  B.

19.    Miscellaneous  Provisions.  This  Agreement  constitutes  the  entire
       -------------------------
       Agreement between the parties and supersedes any prior or contemporaneous
       agreements,  oral  or  written.  This  Agreement may only be amended by a
       writing  signed  by  both parties. Any notice required or permitted to be
       given  under  this  Agreement  shall  be in writing and sent by telecopy,
       personal  delivery  or  certified  mail,  return  receipt  requested,  as
       follows:

       If  to  Vitamineralherb.Com,  Inc.:     David  R.  Mortenson
                                               PO  Box  5034
                                               Alvin,  TX  77512-5034

       If  to  Licensee:                       Ornali  Group  Inc.
                                               2533  W.  Carson  Street,  #A329
                                               Carson  City,  NV  89706

Notice  shall  be  deemed  effective upon receipt if made by confirmed telecopy,
personal  delivery  or 48 hours after deposit in the United States mail with the
required  postage.

IN  WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the  date  first  above  written.

                                                VITAMINERALHERB.COM  CORP.
                                                A  NEVADA  CORPORATION


/s/                                             By:          /s/
-----------------------------                      ---------------------------
Troy  Zapara                                       David  R.  Mortenson



<PAGE>
                                    EXHIBIT A
                             PRODUCT SPECIFICATIONS

In the event of any inconsistency between the terms of Customer's purchase order
and  this  Product  Specification  Sheet,  this  Sheet  and  the  terms  of  the
Manufacturing  Agreement  shall  control.

Short  Product  Name:  _____________________________

Exact  Product  Ingredients  and  Percentages:





Other  Product  Specifications:

Color:  ___________  Tablet  Type:  ____________  Consistency:______________

Weight:  _______  Bottle  Size/Color:____________  Bottle  Count:  _________

Cotton  Insert:____ Bottle Seal:____ Shrink Wrap Neck Band:___ Silicon Pack:____

Micro-biological  content:  Customer  to  specify  any  requirements,  if  none
specified,  product  will  be  manufactured  to  industry  standards.

Labels:  Labels  and/or  boxes  to  be  provided by Customer [identify any size]
_________

Labels/Boxes  to  be  Received  by  [date]  _____  to  ensure  timely  delivery

Master  Pack/Wrapping/Palleting  Requirements (if any):_________________________

Ship  to  Address:  _________________________________________________

Order  Quantity:  (minimum  5,000  BOTTLES):  ________

Price:  _____________  FOB  IFM's  facility  in  San  Diego,  CA.

Delivery  Dates(s):  _______________________________________

Terms of Sale: 50% with submission of purchase order; 50% due upon completion of
manufacturing,  unless  otherwise  specified  _________________________

Purchase  Order  Number:  ________________

Date  of  Purchase  Order:  ______________


<PAGE>
                                    EXHIBIT B
                          DISPUTE RESOLUTION AGREEMENT

     THIS  DISPUTE  RESOLUTION  AGREEMENT  ("DISPUTE  RESOLUTION  AGREEMENT") IS
ENTERED  INTO  AND  EFFECTIVE  AS  OF  MARCH  9,  2001  BY  AND  BETWEEN
VITAMINERALHERB.COM  CORP.,  A  NEVADA  CORPORATION,  AND  ORNALI  GROUP INC., A
WASHINGTON  CORPORATION.

1.     INTENT  OF  PARTIES.  The  parties desire to establish a quick, final and
       -------------------
       binding  out-of-court  dispute resolution procedure to be followed in the
       unlikely event any dispute arising out of or related to the Manufacturing
       Agreement  dated March 9, 2001 between the parties ("Agreement"). As used
       in  this  Dispute Resolution Agreement, the term "dispute" is used in its
       broadest  and most inclusive sense and shall include, without limitation,
       any  disagreement,  controversy,  claim,  or  cause of action between the
       parties  arising  out  of,  related to, or involving the Agreement or the
       transactions  evidenced  by  the  Agreement  (collectively  "Dispute").

2.     NEGOTIATION.  It  is  the  intent  of  the  parties  that  any Dispute be
       -----------
       resolved  informally  and promptly through good faith negotiation between
       the  parties.  Therefore,  in the event of a Dispute between the parties,
       the  following  will  apply:

       A.     Correspondence.  Either party may initiate negotiation proceedings
              --------------
              by  writing  a  certified  or  registered  letter,  return receipt
              requested,  to the other party referencing this Dispute Resolution
              Agreement,  setting  forth  the  particulars  of  the Dispute, the
              term(s)  of  the  Agreement involved and a suggested resolution of
              the  problem.  The recipient of the letter must respond within ten
              (10)  days after its receipt of the letter with an explanation and
              response  to  the  proposed  solution.

       B.     Meeting.  If  correspondence  does  not   resolve   the   Dispute,
              -------
              then  the  authors  of  the letters or their representatives shall
              meet  on  at least one occasion and attempt to resolve the matter.
              Such  meeting shall occur not later than thirty (30) days from the
              parties'  last  correspondence. If the parties are unable to agree
              on  the  location  of such a meeting, the meeting shall be held at
              Grantor's  corporate  offices.  Should  this meeting not produce a
              resolution  of the matter, then either party may request mandatory
              mediation  (as  provided  below)  by  written  notice to the other
              party.

3.     MEDIATION.
       ---------

       A.     Selection of Mediator.  There shall be a single mediator.  If the
              ---------------------
              parties  cannot  agree upon an acceptable mediator within ten (10)
              days  of  termination  of the negotiation, each party shall select
              one  mediator  from  a  list  of  not less than five (5) mediators
              provided  by  the  other party. These two mediators shall select a
              third  mediator  who  shall  serve  as  the  sole  mediator.

       B.     Subject  to  the availability of the mediator, the mediation shall
              occur  not  more  than  thirty  (30)  days  after  the request for


<PAGE>
              mediation. The mediation shall be held in Seattle, Washington. The
              cost  of  mediation  shall  be  borne  equally by the parties. The
              mediation  process  shall  continue until the Dispute (or any part
              thereof)  is  resolved  or until such time as the mediator makes a
              finding  that  there  is  no  possibility  of  resolution short of
              referring  the  parties  to  final  and  binding  arbitration.

4.     FINAL  AND  BINDING  ARBITRATION.  Should  any  Dispute (or part thereof)
       --------------------------------
       remain  between  the  parties  after  completion  of  the negotiation and
       mediation  process  set  forth  above, such Dispute shall be submitted to
       final  and  binding  arbitration  in  Seattle, Washington pursuant to the
       provision of R.C.W. 7.04. Procedurally, the arbitration will be conducted
       in  conformity  with Washington Mandatory Arbitration Rules 5.1 - 5.4 and
       the  following  provisions, which shall supersede the R.C.W. in the event
       of  any  inconsistency:

       A.     Selection of Arbitrator(s). There shall be a single arbitrator,
              except  in  the case where the amount in dispute exceeds $100,000,
              in  which  case  there  shall be three arbitrators. If the parties
              cannot agree upon acceptable arbitrator(s) within ten (10) days of
              the  termination  of  the  mediation,  each party shall select one
              arbitrator  from  a  list  of  not  less than five (5) arbitrators
              provided  by the other party. These two arbitrators shall select a
              third  arbitrator  who  shall  serve as the sole arbitrator or the
              third  arbitrator,  as  the  case  may  be. The determination of a
              majority  of  the  arbitrators or the sole arbitrator, as the case
              may  be,  shall  be  conclusive  upon  the  parties  and  shall be
              non-appealable.

       B.     Discovery.  No discovery shall  be  permitted, absent a showing of
              ---------
              good  cause.  Any  discovery  request  should be reviewed with the
              knowledge that this dispute resolution process was mutually agreed
              upon and bargained for by the parties with the intent to provide a
              cost-effective  and  timely  method  of  resolving  disputes.  Any
              discovery  granted  by  the  arbitrator  should be limited to that
              necessary  to  protect  the  minimum  due  process  rights  of the
              parties.

       C.     Equitable  Remedies.  Any  party shall have the right to seek a
              -------------------
              temporary  restraining  order, preliminary or permanent injunction
              or  writ of attachment, without waiving the negotiation, mediation
              and  arbitration  provision hereof. Any other form of equitable or
              provisional  relief  and  all  substantive matters relating to the
              Dispute  shall  be  determined  solely  by  the  arbitrator(s).

       D.     Attorney's  Fees; Arbitration Costs. Each party may be represented
              -----------------------------------
              by  an attorney or other representative selected by the party. The
              costs  of  the  arbitration shall be borne equally by the parties.
              Each party shall bear its own attorneys'/representatives' fees and
              costs;  provided  that  if the arbitrator(s) find either party has
              acted  in  bad  faith,  the arbitrator(s) shall have discretion to
              award  attorneys'  fees  to  the  other  party.

       E.     Scope  of  Arbitration; Limitation on Powers of Arbitrator(s);
              --------------------------------------------------------------
              Applicable  Law.  No  party may raise new claims against the other
              party  in  the  arbitration  not  raised  in  the  mediation.  The
              arbitrator  shall  have  the power to resolve all Disputes between
              the  parties.  The arbitrator(s) shall not have the power to award
              treble, punitive or exemplary damages and the parties hereby waive
              their  right  to receive treble, punitive or exemplary damages, to


<PAGE>
              the  extent  permitted  by  law.  The  arbitrator(s)  shall  only
              interpret  and  apply the terms and provision of the Agreement and
              shall  not  change  any such terms or provisions or deprive either
              party  of  any right or remedy expressly or impliedly provided for
              in  the  Agreement.  The  arbitrator(s) shall apply the law of the
              State  of  Washington, or federal law, in those instances in which
              federal  law  applies.

       F.     Designation  of  Witnesses/Exhibits;  Duration  of  Arbitration
              ------------------------------------------------------------------
              Process;  Written  Decision.  At least thirty (30) days before the
              ---------------------------
              arbitration  is  scheduled to commence, the parties shall exchange
              lists  of witnesses and copies of all exhibits intended to be used
              in  arbitration. The arbitration shall be completed within 90 days
              of  the selection of the first arbitrator. The arbitrator(s) shall
              render  a  written  decision,  which contains findings of fact and
              conclusions  of  law,  within  30  days  of  the conclusion of the
              arbitration  and shall specify a time within which the award shall
              be  performed. Judgment upon the award may be entered in any court
              of  competent  jurisdiction.

5.     MISCELLANEOUS
       -------------

       A.     Enforcement  of  Negotiation/Mediation  Provisions.  If a party
              --------------------------------------------------
              demanding  such  compliance  with  this  Agreement obtains a court
              order  directing  the  other  party  to  comply  with this Dispute
              Resolution  Agreement,  the  party  demanding  compliance shall be
              entitled  to  all  of  its reasonable attorneys' fees and costs in
              obtaining  such  order,  regardless  of  which  party  ultimately
              prevails  in  the  matter.

       B.     Severability.  Should any portion of this Dispute Resolution
              ------------
              Agreement  be  found  to  be invalid or unenforceable such portion
              will  be  severed  from this Dispute Resolution Agreement, and the
              remaining  portions  shall continue to be enforceable unless to do
              so  would  materially  alter  the  effectiveness  of  this Dispute
              Resolution  Agreement  in  achieving  the  stated  intent  of  the
              parties.

       C.     Confidentiality.  The  parties  agree  that they will not disclose
              ---------------
              to  any  third  party  that  (1)  they  are engaged in the dispute
              resolution  process  described  herein, (2) the fact of, nature or
              amount  of  any compromise resulting herefrom, or (3) the fact of,
              nature  or  amount  of any arbitration award. This confidentiality
              obligation  shall  not  extend  to the party's employees, spouses,
              accountant,  bankers,  attorneys  or insurers or in the event that
              disclosure  is  otherwise  required  by  law.

       D.     Time  to  Initiate  Claims.  An aggrieved  party must mail and the
              --------------------------
              other  party  must  receive  the  correspondence  which  initiates
              negotiation  proceedings in connection with a Dispute as specified
              in  Paragraph  2(A)  (1)  within  one  (1)  year  of  the date the
              aggrieved  party  first  has,  or  with the exercise of reasonable
              diligence  should  have had, knowledge of the event(s) giving rise
              to the Dispute (the "One Year Statute of Limitations"). No Dispute
              may  be  raised  under this Dispute Resolution Agreement after the
              expiration  of  the  One-Year  Statute  of  Limitations.

       E.     Entire Agreement.  These dispute resolution provisions express the
              ----------------
              entire agreement of the parties and there are no other agreements,
              oral or written, concerning dispute resolution, except as provided
              herein.  Any  ambiguity  in  the  provisions  hereof  shall not be
              construed  against  the drafter. This Dispute Resolution Agreement
              may  only  be  modified  in  a  writing  signed  by  both parties.


<PAGE>
       F.     Successors.  This Dispute Resolution Agreement is binding upon and
              ----------
              inures  to  the  benefit  of  the  parties,  their  agents, heirs,
              assigns,  successors-in-interest,  and  any  person,  firm  or
              organization  acting  for  or  through  them.

       G.     Venue  and Jurisdiction.  Venue and exclusive jurisdiction for any
              -----------------------
              action  arising  out  of  or  related  to  this Dispute Resolution
              Agreement  (including,  but  not  limited  to,  equitable  actions
              contemplated  by  Section  4 (C) and actions brought to enforce or
              interpret this Dispute Resolution Agreement) shall be in the state
              courts  for  the  County of King, Washington, or the federal court
              for  the  Western  District  of  Washington.

       H.     Notice. Any notice or communication required to be given hereunder
              ------
              shall  be  in  writing  and  shall be mailed via the United States
              Postal  Service  by  Certified  Mail  or  Registered  Mail, Return
              Receipt  Requested,  or  by  Federal  Express  or  other overnight
              courier  which  can document delivery, to the address of the party
              to  be  served  as shown below (or such other address as the party
              shall  from  time  to time notify). Such notice shall be deemed to
              have  been  served  at  the  time when the same is received by the
              party  being  served.

             Vitamineralherb.com  Corp.:     David  R.  Mortenson,  President
                                             PO  Box  5034
                                             Alvin,  TX  77512-5034
                                             Phone:  281-331-5580
                                             Fax:  281-331-9442

             Ornali  Group  Inc.:            Troy  Zapara
                                             2533  W.  Carson  Street,  #A329
                                             Carson  City,  NV  89706
                                             Phone:  (800)  886-1994

I.     Acknowledgment  of Legal Effect of this Dispute Resolution Agreement.  By
       --------------------------------------------------------------------
       signing  this  Dispute Resolution Agreement, the parties acknowledge that
       they are giving up any rights they may possess to have Disputes litigated

<PAGE>
       in  a  court  and  are  hereby  waiving the right to a trial by jury. The
       parties  further acknowledge that they are agreeing to a one year statute
       of  limitations  regarding all Disputes and that they are giving up their
       judicial  rights  to  discovery  and  to  appeal,  unless such rights are
       specifically set forth above. The parties acknowledge that if they refuse
       to submit to the provisions of this Dispute Resolution Agreement they may
       be  compelled  to  do  so under the authority of the Washington Mandatory
       Arbitration  Rules.  The  parties  acknowledge  that  they  have  had the
       opportunity  to consult counsel regarding the meaning and legal effect of
       this  Dispute  Resolution  Agreement  and  enter  into  it  knowingly and
       voluntarily.

     IN  WITNESS  WHEREOF, the parties have entered into this Dispute Resolution
Agreement  as  of  the  date  first  above  written.

                                                VITAMINERALHERB.COM  CORP.
                                                A  NEVADA  CORPORATION


/s/                                             By:          /s/
-----------------------------                      ---------------------------
Troy  Zapara                                       David  R.  Mortenson


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