LICENSE AGREEMENT


          THIS  AGREEMENT,  by  and between, MGA Holdings  Limited,  formerly

Naturol  Limited ("Licensor") whose principal office at Channel House,  Green

Street, St. Helier, Jersey JE4 5UW, Channel Islands and Naturol Holdings Inc,

,  a  Delaware corporation having an office at 6265 South Stevenson Way,  Las

Vegas,    Nevada    89120    ("Licensee")   is    entered    into    as    of

____________________________.

                           RECITALS:

          A.   WHEREAS, Peter Wilde ("Inventor") is the inventor of a Process

and  Apparatus for Preparing Extracts and Oils from Natural Plants and  Other

Biomass,  a  Process for Extracting Fixed and Mineral Oils  and  Refining  of

Crude Extracts employing HFC134a and other solvents (the "Inventions"),  such

Inventions  being  covered by or to be covered by the PCT Patents  as  herein

after defined;

          B.     WHEREAS,  Peter  Wilde  assigned  his  rights  in  the  said

Inventions,  the  PCT  Patents covering same and all  corresponding  National

Stage  Applications,  and improvements thereto to Naturol  Limited,  now  MGA

Holdings Limited;

38: C.   WHEREAS, on 17th August, 2001 Licensor granted to Licensee exclusive

rights  and licenses to practice the Inventions in the United States,  Canada

and  Mexico  (the "Territory") including, but not limited to,  the  right  to

make,  have made, use, sublicense, offer to sell and sell the Inventions  and

products  made  using the Inventions throughout the Territory,  said  License

including certain terms and conditions,

D.   WHEREAS, Licensee has formed Naturol Canada Limited, a subsidiary 49%

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owned by Licensee, for the development and commercialization of the

Inventions in Canada and Naturol Canada Limited has entered into agreements

for such developments and has established various valuable relationships with

third parties for the furtherance of the intention of the parties under the

Exclusive License Agreement; and

       E.   WHEREAS, because of current market conditions and financial demands,

Licensee  has  not been able to adequately fund such activities and  Licensee

and Licensor wish to reallocate development obligations in the Territory;

          NOW THEREFORE, the parties hereto agree as follows:

1.   DEFINITIONS

     As  used in this Agreement, the following terms shall have the following

     meanings:

     a)   "PCT Patents" shall mean

      1)   PCT Patent Application Serial Number WO 01/10527 filed 4 August 2000,

       based on British Patent Application 9918436.8 filed 5 August 1999, now GB

       Patent 2 352 724,

    2)   PCT Patent Application Serial Number WO 00/43471 filed 20 January 2000,

based on British Patent Applications 9901617.2 filed 25 January 1999 and

9905054.4 filed 5 March 1999,

3)   a PCT Patent Application (or National stage applications claiming

priority thereto) based on British Patent Application GB200106972.3, and

4)   any subsequent patent applications filed by Licensor related thereto.

     b)   "Licensed Patent(s)" shall mean any patent Applications filed in the

       United States, Canada or Mexico corresponding to the PCT Patents, and any

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        United States, Canadian and Mexican Patents issuing there from, any

       divisional, continuation, continuation-in-part, re-examination or reissue

       patents based thereon and any Improvement thereto presently existing or

       developed in the future.

     c)   "Improvements" shall mean any betterments or modifications  to  the

    Inventions  developed by Inventor or Licensor, or which Inventor or Licensor

    has a right to manufacturer, use or sell.

     d)   "Invention" shall mean the inventions described or claimed in the PCT

     Applications and the Licensed Patents, including but not limited to all

     product, methods, compositions and procedures covered by, or made in

   accordance with the teachings of the Licensed Patents or which are covered by

   the claims of the Licensed Patent.

   e)   "Commercial Sales" shall mean sales by Licensee or Sublicensees  of

   products claimed in, or produced using methods claimed in, the Licensed

   Patents to third parties.

  f)   "Licensed Products" shall mean all products produced using the Invention

   claimed in the Licensed Patents by Licensee, or Sublicensees thereof, for the

   benefit third parties

 g)   "Licensed Services" shall mean all uses of the Invention claimed in the

   Licensed Patents by Licensee, or Sublicensees thereof, for the benefit third

   parties.

 h)   "Net Sales" shall mean:

     1)   Licensee's gross billings with respect to Commercial Sales by Licensee

     or Sublicensee, or Licensed Services provided by Licensee or Sublicensee,

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     subsequent to the effective date of this Agreement less (a) sales tax

     directly imposed upon said sales, (b) outbound transportation charges, (c)

    prompt payment discounts actually allowed, (d) actually allowed returns, and

 (e) allowances actually credited for damaged goods, and

2)    royalties or payments received by Licensee from third parties based on

research and/or development activities or the manufacture, use or sale of the

products or services or Licensed Products by said third parties.

     i)   "Territory" shall mean the United States, Canada and Mexico.

     j)   "License Year" shall mean each twelve (12) month period, beginning on

     the effective date of this Agreement first written above and thereafter on

     the anniversary date thereof.

     k)   "Payment Period" shall be the three (3) month periods starting with

          January 1, April 1, July 1 and October 1 of each year.

     l)   "Strategic Partner" shall mean an organization which enters into  a

   contract with Licensee for the development and/or commercialization of

   Licensed Products, said contract including the payment to Licensee, upon

   execution of said contract or on completion of a defined milestone within one

   year of execution, of at least one million dollars ($1,000,000).

m)   "Licensed Trademark" shall mean the word NATUROL for use on the Licensed

     Product and in conjunction with the marketing and sale of the Licensed

     Product.

n)   "Confidential Information" shall mean all information, know-how and

    inventions (including, but not limited to, patent applications) disclosed by

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    Licensor  to Licensee or Licensee to Licensor pursuant to this Agreement

    which relate to the Invention, technical service and existing and potential

    customers but not including anything which the receiving party can show by

    clear and convincing evidence (i) is already known to the recipient without

    restriction on its use or disclosure; (ii) is or becomes public information

   in a bona fide manner; (iii) is lawfully obtained by the receiving party from

   a third party without an obligation of confidentiality: or (iv) is disclosed

   with the prior written approval of the other party.

     o)   "Effective Date" shall mean the last date set forth on the signature

          page of this Agreement.

     p)   "Exclusive License Agreement" shall mean the License Agreement entered

          into between the Licensee and Licensor on 17th August, 2001.

2.   GRANT OF LICENSOR'S RIGHTS IN INVENTION

     The  parties hereto agree that the Exclusive License Agreement is hereby

converted  to  a  perpetual,  Non-Exclusive  License  to  manufacture,   have

manufactured for it, assemble, use, offer for sale and/or sell the  Invention

covered  by the Licensed Patents and the good will related thereto.  Licensor

shall  also provide consulting services and cooperate with Licensee regarding

development and commercialization of the Invention as addressed herein below.

     3.   CONSIDERATION

           A.    In consideration of the conversion from an exclusive license

to  a  non-exclusive  license,  Licensor waivers  all  prior  obligations  of

Licensee  to  pay  to Licensor the three hundred and sixty  thousand  dollars

($360,000)   first  Annual  Compensation  payment,  and  all  future   Annual

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Compensation payments set forth in the Exclusive License Agreement.  Licensor

shall  use  its  best  efforts to cause the return to Licensee  of  9,331,321

restricted shares of Naturol, Inc. issued to Willow Holdings in consideration

of the  grant of the Exclusive license Agreement. As of the execution date of

this  Non-Exclusive  License Agreement, the Annual Compensation  to  Licensor

from Licensee shall consist solely of royalties on Licensed Sales or Licensed

Services.

    B.   For as long as Licensor has granted no other licenses in the Territory,

Licensee will pay Licensor an eight percent (8.0%) Royalty based on Net Sales

of the Licensed Products or Licensed Services made, used, sold or offered for

sale  by  Licensee in a country where Licensed Patents covering said Licensed

Products or Licensed Services are still pending or in effect.  In addition, a

two  percent (2.0%) Royalty shall be paid based on the use by Licensee of the

Licensed  Trademark.  In the event Licensor shall grant a license to practice

the  invention  in the Territory to one or more third parties said  Royalties

payable  by Licensee hereunder shall be reduced by fifty percent (50%).  When

Licensee takes back a product upon which a license Royalty has been paid, the

Royalty  paid  to  Licensor shall be a credit against  Royalties  payable  to

Licensor in the next succeeding Payment Period.

     C.   Licensor shall continue to make available to Licensee the services of

all of its employees and consultants to assist in the further development and

commercialization of Licensed Products, on such terms and at  such  locations

as  may  from time to time be agreed between the parties hereto.   All  prior

approved out of pocket expenses incurred by Licensor, or Licensor's employees

or  consultant,  in providing such services shall be reimbursed  by  Licensee

upon delivery of receipts for such expenses incurred.

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   D.   In the event that Licensee is able to secure sufficient funding to fully

implement its business plan, Licensee may request, and Licensor, as  long  as

no additional licenses have been granted in the Territory, shall convert this

Non-exclusive License to an exclusive license with mutually agreeable payment

terms, said payment terms being based solely on income generated by Licensee.

     4.   COMMERCIALIZATION OBLIGATIONS

          A.   Licensee shall continue to diligently pursue the development and

commercialization of the Invention in the Territory.  To assist  Licensee  in

such efforts, the parties hereto agree that Licensor shall assume operational

control  of Naturol Canada Limited, and all outstanding financial obligations

incurred  by  Naturol Canada Limited in the furthurance of the objectives  of

the Exclusive License Agreement, including, but not limited to the commercial

development  programs  at the Food Technology Centre, Prince  Edward  Island,

under  the National Research Council of Canada Industrial Research Assistance

Program  Contribution to Firms, and financial obligations relating to patent,

trademark,  licensing  and contract issues contracted  by  Licensee  for  the

benefit of  Licensor.

B.   Licensor shall make available to Licensee for its use hereunder, and

shall timely disclose to Licensee, all information and data generated as a

result of any efforts to develop and/or commercialize the Invention within or

without  the Territory and Licensee shall be free to use such information and

data in its commercializion efforts, subject only to the Royalty obligations

set forth herein.

C.   If Licensee, or any Strategic Partner(s) of Licensee, decides not to

manufacture, market or sell, or to cease the manufacture, marketing or sale

of the Licensed Product without the bona fide intent to resume said

manufacture market or sale, or to enter into new sublicenses or strategic

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agreements, for a period in excess of one (1) year Licensor may terminate

this Agreement and the licenses granted herein.  In such an instance, all

rights granted to Licensee shall revert back to Licensor.

5.   USE OF THE LICENSED TRADEMARK AND OTHER TRADEMARKS

     A.   Licensee has the exclusive right to use and register with the U.S.,

Canadian and Mexican Patent and Trademark Office any trademark other than the

Licensed  Trademark, or a mark confusingly similar thereto, which it  selects

in the advertising, promotion, marketing and sale of the Licensed Product.

     B.   The rights in the Licensed Trademark granted hereunder are conditioned

upon  Licensee's full and complete compliance with the marking provisions  of

the  trademark  laws  of  the United States and any  other  relevant  foreign

countries.  The Licensed Products, as well as all promotional, packaging, and

advertising  material  related thereto, shall include all  appropriate  legal

notices as required by Licensor.

     C.   The Licensed Products shall be of a quality no less than specified by

Licensor.

     D.   If the quality of the Licensed Products falls below such agreed to

quality, Licensee shall use its best efforts to restore such quality.  In the

event that Licensee has not taken appropriate steps to restore such quality

within thirty (30) days after notification by Licensor, Licensor shall have

the right to require that the Licensee cease using the Licensed Trademarks.

     E.   At least every six (6) months during the term of this Agreement,

Licensee shall make available to Licensor representative samples of each of

the Licensed Products bearing the Licensed Trademark for evaluation and

approval of the quality thereof.  In addition, at least thirty (30) days

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prior to the introduction of each new Licensed Product bearing the Licensed

Trademark and each new labeling or advertisement for Licensed Product bearing

the Licensed Trademark, Licensee shall make available to Licensor

representative samples of each such new Licensed Product, and provide samples

of labeling and advertising for approval by Licensor.  Procedures for review

and approval of new uses of the Licensed Trademark and new advertising or

labeling shall be established by mutual agreement of the parties.  No new

labeling or advertising bearing the Licensed Trademark shall be released or

used by Licensee until approved by Licensor, which approval shall not be

unreasonably withheld.

    F.   Licensee acknowledges Licensor's exclusive rights in the Trademark and,

further, acknowledges that the Trademark is unique and original to Licensor

and that Licensor is the owner thereof.  Licensee shall not, at any time

during or after the effective Term of the Agreement, dispute or contest,

directly or indirectly, Licensor's exclusive right and title to the

Trademarks or the validity thereof.  Licensee agrees that its use of the

Licensed Trademarks inures to the benefit of Licensor, that the Licensee

shall not acquire any rights in the Licensed Trademarks as a result of this

license, and that such use by Licensee is evidence of continued use by

Licensor.

     G.   Licensor will take all action reasonable necessary to apply for

registration of the Licensed Trademark, as a minimum, in the United States,

Canada and Mexico and the European Community, file additional applications

for registration of the mark for new uses and, subject to the terms herein,

maintain any registration of the Licensed Trademark.

     H.   Licensor will have the right, but not the obligation to enforce the

Licensed Trademark against infringers.  If Licensor and Licensee agree to

jointly pursue infringers, they will share all cost and split any damages

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awarded appropriately.  If Licensor refuses to pursue infringers, Licensee

may do so at its cost and Licensor will cooperate as necessary to allow

Licensee to bring such action, all at Licensees cost.  Licensors refusal to

pursue infringers will not be a basis for termination of this Agreement.


     6.   REPRESENTATIONS AND WARRANTEES

          Licensor, makes no representations or warranty with respect to the

validity of any patent, trademark, or copyright that may issue or be granted

covering the Licensed Product or the Licensed Trademark or that the

manufacture, use or sale of the Licensed Product or the use of the Licensed

Trademark will not infringe the rights of others.  However, Licensor has no

knowledge that would lead it to believe that the Licensed Patent is invalid

or the manufacture, use or sale of the Licensed Product or use of the

Licensed Trademark would infringe the rights of any third parties.

     7.   RECORDS, ROYALTY PAYMENTS AND INSPECTION

     A.   For as long as Licensor is receiving Royalties, Licensee shall keep

accurate  records,  certified by it, showing the number of  Licensed  Product

sold  by  Licensee or its Sublicensees.  As a part of these records, Licensee

will  prepare  a  statement within forty-five (45) days of the  end  of  each

Payment  Period  showing the number of Licensed Product sold by  Licensee  or

sublicensees during the immediately preceding Payment Period and will forward

a copy of the statement to Licensor, together with any Royalty payment as may

be owed for the sale of Licensed Product during the preceding Payment Period.

     B)    Licensee agrees that it will, on reasonable notice, during regular

business  hours,  permit  an  independent  certified  public  accountant   or

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knowledgeable auditor, who is acceptable to Licensee, to have access  to  its

records  pertaining to the sale of Licensed Products to audit and verify  the

accuracy  of  the  Royalty  reports submitted by  Licensee  and  the  Royalty

payments  made  by  Licensee  pursuant to this Agreement.   Such  independent

certified  public  accountant shall report to Licensor only  its  conclusions

regarding the accuracy of submitted royalty reports and the underlying  basis

therefor.   The cost of any such audit shall be borne by Licensor,  and  only

one  such  audit  shall  be  made in any one fiscal  year.   Any  information

obtained  from  an  audit shall be kept confidential and used  only  for  the

purpose of determining the accuracy of such royalty reports and for enforcing

payment  of Royalties due and payable to Licensor.  Licensee's obligation  to

maintain  records of sales of Licensed Products for the purposes of an  audit

shall  extend  only for a period of three (3) years from the  date  of  sale.

This  obligation  shall  not effect the statutory reporting  requirements  of

Licensee to Licensor as one of its equity holders.

     8.   TERM AND TERMINATION OF AGREEMENT

     A.    If not terminated sooner pursuant to section 8B below, the license

to  the  Licensed  Patent shall last until the expiration date  of  the  last

Licensed  Patent  covering  Licensed  Products  or  Licensed  Services  or  a

declaration  by the Court, not overturned in any timely filed  appeals,  that

the  Licensed Patent is invalid. The License to the Licensed Trademark  shall

last  as  long  as  the Licensee continues to use the Licensed  Trademark  in

accordance herewith.

     B.    Licensor may terminate this Agreement for a failure or default  on

the part of the Licensee to perform an obligation or duty required herein, or

enforce such obligation on any Sublicensee, but Licensee must first be  given

thirty (30) days advance written notice and the opportunity and time, as  may

be reasonably required, to correct such failure or default.

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     9.   RIGHTS OF PARTIES UPON TERMINATION

     A.    Upon cancellation or termination of this Agreement for any reason,

Licensee may complete and sell Licensed Products, or complete the delivery of

Licensed  Services, which are in the process of manufacture or  delivery  and

can  be  completed within six (6) months following notice of  termination  or

which  have been manufactured, provided only that Licensee shall be  required

to  pay  Licensor  those  Royalties which would otherwise  be  owed  if  this

Agreement were still in force.

     B.    Termination  of  this  Agreement shall  be  without  prejudice  to

Licensee's right to recover any advance payment of Royalties or fees made.

     10.  INFRINGEMENT CLAIMS

     A.   Should any action be commenced against Licensee that alleges that the

Licensed Product infringes the claims of any patent, Licensor shall have  the

right,  but  shall  not  be obligated, to defend such  action.   If  Licensor

decides  not  to defend such action, Licensee shall have the option,  at  its

sole  expense,  to defend and the right to join Licensor in  the  suit  as  a

codefendant.

     B.   If, by virtue of a judgment against it or as a result of a good faith

settlement  of a bona fide claim against it, Licensee is required  to  pay  a

Royalty to a third party on the basis of a patent claim covering the Licensed

Product or Licensed Services and Licensor still has a validly existing patent

covering  Licensed  Products  or  Licensed Services,  any  Royalties  due  to

Licensor  shall  be  reduced by the Royalties paid to the  third  party.   If

Licensor  has  no  such valid patent, then Royalties due  to  Licensor  shall

cease.   However,  this  shall  not  effect  other  Compensation  payable  to

Licensor.

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11.  THIRD PARTY INFRINGEMENT

     A.    Should a third party infringe the Licensed Patent, Licensee  shall

have  the first right to pursue said infringers.  If Licensee decides not  to

prosecute   infringers,  then  Licensor  shall  have  a  right  to  prosecute

infringers  and  to join Licensee in the suit. In regard to  actions  against

third  parties, by Licensee, Licensee may retain any money collected  through

such  action which is based on lost sales or profits of Licensee and Licensee

shall  pay to Licensor the Royalties he would have earned on those lost sales

or profits.

     B.    Each party agrees, at the request of the other party, to cooperate

and  assist  in  the  prosecution or defense  of  any  infringement  actions.

Reasonable  out-of-pocket  expenses incurred  in  connection  with  any  such

requested cooperation and assistance shall be paid as an expense of the  suit

within thirty (30) days after receipt of a written request for payment, which

shall  itemize  the  expenses and be accompanied by documentation  supporting

such expenses.

     12.  ASSIGNABILITY OF AGREEMENT AND LICENSED PATENTS AND

     SUBLICENSING OF LICENSED PATENTS

     A.   This Agreement is binding upon and shall inure to the benefit of both

Licensor, Licensee and their successors and assigns.

    B.   This Agreement and the licenses granted may not be assigned by Licensee

without  consent of Licensor, which shall not be unreasonably withheld.   Any

assignment  shall  be  conditioned upon Licensee giving  Licensor  reasonable

prior  written  notice  thereof  and the assignee's  written  agreement  with

Licensee  to be bound by the terms and conditions of this License  Agreement.

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Licensor  may assign its rights to receive Royalties under this Agreement  by

notifying Licensee of such assignment and providing Licensee with a  copy  of

such assignment.

13.  NOTICES, CONSTRUCTION AND ENTIRETY OF AGREEMENT

     A.    All  notices  required  pursuant to this  Agreement  shall  be  in

writing  and  shall  be  sufficient if sent  by  first  class  registered  or

certified  mail  and addressed to the party to whom it  is  to  be  given  as

follows:

                    To Licensee:

                         Naturol Holdings, Inc.
                         6265 South Stevenson Way
                         Las Vegas, Nevada 89120
                         Attention:

                    To Licensor:

                         MGA Holdings Limited
                         31/79 Gloucester Street
                         London SW1V 4EA,
                         Attention: M F Davenhill


The  date  of postmark shall be the date of the notice.  All Royalty payments

shall be made by first-class mail to the Licensor at the above address.

     B.    The  parties  agree that any disputes that arise as  a  result  of

performance or nonperformance under this Agreement shall, prior to litigation

thereof,  be  submitted  to arbitration before an internationally  recognized

organization established for arbitration purposes and at a location  mutually

agreeable to the parties.

     C.   This Agreement shall be interpreted in accordance with the laws of the

State of Nevada and shall be binding on each of the legal representatives  of

the  parties  hereto.  It may not be modified or extended except  by  written

document,  signed by an authorized officer or representative of Licensor  and

Licensee.

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     D.    This Agreement, and the documents attached hereto, constitutes the

complete agreement between Licensor and Licensee.  No modifications shall  be

binding   upon  Licensor  or  Licensee  against  whom  enforcement  of   such

modification  is  sought  unless it is made in  writing,  referring  to  this

Agreement and is signed on behalf of both Licensor and Licensee by one of its

officers or related principal(s).

     E.    If any obligation of this Agreement is in conflict with the law or

public  policy in a jurisdiction where challenged, the validity of the entire

Agreement   will  not  be  affected  by  the  omission  of  the   conflicting

requirement.

     MGA HOLDINGS  LIMITED         NATUROL HOLDINGS, INC.

     By: /s/ Tobias Mathews        By: /s/Isaac Moss
     Name:Tobias Mathews           Name: Isaac Moss
     Director                      President
     Dated: 9/19/2002              Dated:9/18/2002

     Witnessed By:/s/Nadine Lettury     Witnessed By: /s/ Joan Brown
     Name: Nadine Lettury               Name:Joan Brown