LICENSE AGREEMENT

THIS  LICENSE  AGREEMENT  ("AGREEMENT") IS MADE AND EFFECTIVE AS OF DECEMBER 15,
2000 BY AND BETWEEN VITAMINERALHERB.COM CORP., A NEVADA CORPORATION ("GRANTOR"),
AND  MICHAEL  KIRSH  ("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 states of Alabama and
     ----------------------------
     Louisiana.  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:                WebNutri.com  Inc.
                                      5076  Angus  Drive
                                      Vancouver, British Columbia Canada V6M 3M5

     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/  Michael  Kirsh                          By:  /s/  David  R.  Mortenson
----------------------------                       -----------------------------
Michael  Kirsh                                     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  DECEMBER  15,  2000  BY  AND  BETWEEN
VITAMINERALHERB.COM  CORP.,  A  NEVADA  CORPORATION,  AND  WEBNUTRI.COM  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  November 14, 2000 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.


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


<PAGE>
     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


          WebNutri.com  Inc.:              Michael  Kirsh
                                           5076  Angus  Drive
                                           Vancouver,  British  Columbia  Canada
                                           V6M  3M5
                                           Phone:  604-269-9881

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
     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.


<PAGE>
     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/  Michael  Kirsh                          By:  /s/  David  R.  Mortenson
----------------------------                       -----------------------------
Michael  Kirsh                                     David  R.  Mortenson


<PAGE>