NON-DISCLOSURE AGREEMENT

     ("Discloser") Francois Vautour and Chelsea Collection, Inc. and
INTERNATIONAL VITAMIN COMPANY, LLC ("Recipient") agree that the following terms
and conditions apply to confidential information ("Information") given to the
Recipient under this Agreement. Both parties agree that the mutual objective
under this Agreement is to provide appropriate protection for Information while
maintaining the ability to conduct business activities. Information shall be
defined as: (a) Discloser's product formulas for each of its products as
determined by Discloser Francois Vautour (and approved by Recipient) from time
to time; and (b) marketing, sales and financial documents or information which
relates to Disclosure and its products; (c) any other documentation or
information which by prior written notice Discloser informs recipient that such
matters are "confidential information". All of the forgoing is subject to the
exceptions hereinafter set forth. Any and all information and/or documents
related to the formula are per se confidential.

 1.  DISCLOSURE;

     Information that is disclosed which relates to the evaluation of a business
     opportunity will be disclosed in writing and indicated as confidential
     information. The Discloser as it relates to the formula will be Francois
     Vautour exclusively. Unless written notice is given by Francois Vautour
     no-one other than the employees involved can have information related to
     the formula.
          a. Liquidated Damages regarding breach of the formula will apply to
     Francois Vautour and to Chelsea Collection, Inc. as it relates to the loss
     of revenues for the breach.

 2.  OBLIGATION OF CONFIDENTIALLITY

     Recipient may use the information solely for the purposes of the agreement.
     Recipient may disclose information to (a) its employees, professional
     consultants as may be necessary or expedient to perform the duties of
     Recipient; and (b) any other parties with Disclosure's prior written
     consent; and (c) if requested by any judicial government or regulatory
     authority to disclose information. The Recipient will be responsible for
     any dissemination of the confidential materials by anyone they disclose it
     to including employees. This agreement will be for a two year period and be
     self renewing for same length of time unless either party terminates the
     agreement in writing.

 3.  CONFIDENTIALLITY PERIOD

     Disclosed information continues to be subject to this Agreement during the
     term of this Agreement and ongoing after the last transaction between
     parties from the date this Agreement. In the event this Agreement is
     terminated all information related to the products must be returned to the
     Company and Francois Vautour.

 4.  EXCEPTIONS

     No obligation of confidentiality applies to any Information that Recipient:

          a)   already possesses without obligation of confidentiality

          b)   develops independently; or

          c)   rightfully receives without obligations of confidentiality from a
               third party

          d)   any data or information generally known to the public and/or
               industry


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     It is acknowledged by the parties that Discloser uses many if not all of
the same ingredients currently manufactured by Recipient for its own products
and for products it manufactures for others, however in different proportions
and/or appearance. Nothing herein shall prevent Recipient from making products
having similar ingredients as Discloser's products, however not having the same
proportions of such ingredients as designed as Discloser's products unless such
proportions are already being manufactured by Recipient or its other customers.

     Neither this Agreement nor any disclosure information grants recipient any
license under any patents, copyrights, or other intellectual property rights
established by Discloser.

 5. REPRESENTATIONS AND WARRANTIES

     Discloser hereby represents and warrants that any Information disclosed to
     Recipient as being solely owned and confidential to Disclosure is not the
     property of any other party for which Discloser is obligated to keep
     confidential from the Recipient from the sale of Discloser's products in
     breach of the abovementioned representations and warranties and the duties
     and obligations of Disclosure to any other party, including the payment of
     any royalties, if any, that Discloser may owe any other party regarding the
     sale of such products.

 6.  TERMINATION

     Either party may terminate this Agreement by providing the proper notice to
     the other party. Upon notice of a request for termination, the Recipient
     shall (i) cease using the Information, (ii) return the Information and all
     copies, notes or extracts thereof to the Discloser within seven (7) days of
     demand or alternatively, certify that all information has been destroyed,
     and (iii) upon request of the Discloser, certify in writing that the
     Recipient has complied with the obligations set forth in this paragraph.

 7.  NOTICE

     All notices and demands hereunder shall be in writing and shall be served
     by personal service or by mail at the address of the Recipient. All notices
     or demands by mail shall be certified or registered mail, return receipt
     requested, or by nationally recognized private express courier, and shall
     be deemed complete upon receipt.

 8.  NON-CIRCUMVENTION/NON-COMPETE

     Except as otherwise set forth here in this Agreement, the Recipient hereby
     agrees not to solicit the clients of Discloser which have been disclosed to
     Recipient as confidential information and are not already also the
     customers of Recipient as herein set forth without written consent of
     Discloser. Furthermore, the Recipient agrees to advise its employees to
     better assure that said employees do not utilize the confidential
     information in contacting Discloser's clients. In the event of breach of
     this paragraph, it is understood that Discloser shall have such rights and
     remedies as elsewhere set forth in this Agreement.

 9.  GENERAL PROVISIONS

          a)   This Agreement does not require either party to disclose or
               receive information.

          b)   Neither party may assign its rights or delegates its duties or
               obligations under this Agreement without prior written consent.
               Any attempt to do so is void.


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          c)   This Agreement shall be in all respects, governed by and
               construed and enforced in accordance with the laws of the State
               of Nevada, including all matters of construction, validity and
               performance. Any action to enforce or interpret the terms of this
               Agreement shall be instituted and maintained in a court of
               competent jurisdiction in Clark County, Nevada. The parties
               respectfully hereby consent to jurisdiction of such court and
               waive any obligations to such jurisdiction. In any action or
               proceeding arising out of this Agreement, the party prevailing in
               such action shall be entitled to recover its reasonable
               attorney's fees and costs awarded by said court of competent
               jurisdiction.

          d)   Either party may terminate this agreement by providing written
               notice to the other. Any provisions of this Agreement which by
               their nature extend beyond its termination will remain in effect
               beyond such termination until fulfilled and will apply to either
               party's successors or assigns. Upon Discloser's written request,
               Recipient, at is option, will return or destroy all information,
               including copies.

          e)   Except as modified by written agreement signed by Parties, the
               terms and conditions of this Agreement remain in full force and
               effect.

          f)   No representations or statements of any kind made by either party
               that are not expressly stated herein shall be binding on such
               party. The parties agree that there are no third party
               beneficiaries to this Agreement.

          g)   No supplement, modification, or amendment of this Agreement shall
               be binding, unless executed in writing by a duly authorized
               representative of each party to this Agreement except where
               indicated otherwise.

          h)   This Agreement may be executed in one or more counterparts, each
               of which shall be deemed an original, but which together shall
               constitute one and the same document.

          i)   It is agreed and acknowledged by the signatories that it shall be
               binding on the parties hereto, their assigns, clients, employees,
               representatives, agents, heirs, and successor(s), that their
               signatures on facsimile transmissions will have the same force
               and effect as originals.

          j)   Neither party shall have any obligation by virtue of this
               Agreement to procure any goods or services from the other party,
               nor to enter into any further agreements with the other party.
               However, this paragraph shall not apply once subsequent
               agreements are entered into between the parties to procure goods
               or services from the other party.


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               By:  ____________________________________

               Name:  Francois Vautour

               Title:  ___________________________________

               Date:  ___________________________________


               By:  ____________________________________

               Name:  __________________________________

               Title:  _________________, Chelsea Collection, Inc.

               Date:  ___________________________________


               NATIONAL VITAMIN COMPANY, LLC ("RECIPIENT")

               By:  _____________________________________

               Name:  Earl Courtney, Sr.

               Title:  General Manager

               Date:  ____________________________________


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