MANUFACTURING AGREEMENT

THIS  MANUFACTURING  AGREEMENT   ("Agreement")  is  made  and  effective  as  of
  June 21, 2000   , by and between Ives Formulation Co., an Oklahoma corporation
------------------
("Ives  Formulation  Co."),  and Vitamineralherb.com, Inc., a Nevada Corporation
("Customer")  with  reference  to  the  following  facts:

1.   Customer intends to market directly or through its licensees  ("Licensees")
     vitamin, mineral and nutritional supplement products and alternative health
     products  to  buyers  such as  medical  professionals,  alternative  health
     professionals,  martial  arts studios and  instructors,  sports and fitness
     trainers, school and other fundraising programs, and other similar types of
     buyers  ("Buyer(s)")  via the Internet,  offering the Buyers the ability to
     individualize or "private label" such products;

2.   Ives  Formulation  Co. is in the business of  manufacturing  and  producing
     vitamin,  mineral,  and  nutritional  supplement  products and  alternative
     health  products  (the  "Products")  and has  the  capability  of  "private
     labeling" the Products;

3.   The parties desire to define and establish their respective rights,  duties
     and interests regarding the Products formulated and/or manufactured by Ives
     Formulation Co. for Customer and its Licensees.

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 manufactured
     -------------------
     by Ives  Formulation Co. for, or sold by  Ives Formulation Co. to, Customer
     or its Licensees.


2.   Products  and  Pricing.
     -----------------------

          IVES FORMULATION CO.'S STANDARD  PRODUCTS.  Customer and its Licensees
     may  purchase  from  Ives   Formulation  Co.  certain  Products  from  Ives
     Formulation Co.'s standard product line, as defined by Ives FormuLation Co.
     ("Standard Ives  Formulation  Co.  Products").  Ives  Formulation Co. shall
     manufacture,  package,  label and prepare  Standard  Ives  Formulation  Co.
     Products for shipment in accordance with all federal and state laws,  rules
     and  regulations,   and  industry  standards.  Pricing  for  Standard  Ives
     Formulation  Co.  Products  shall be in accordance  with pricing  schedules
     provided to Customer by Ives  Formulation  Co.,  which may be changed  from
     time to time. Ives Formulation Co. may vary the unit cost for Srandard Ives
     Formulation Co. Products to provide  discounts for larger volume purchases.
     Ives  Formulation  Co. shall  provide


                                     Page 1
<PAGE>
     Customer with updates to its prices, which shall be implemented by Customer
     within 24 hours of receipt from Ives  Formulation Co. Ives  Formulation Co.
     shall honor the prices quoted on Customer's website, so long as such quotes
     are in accordance with those provided by Ives Formulation Co.

          CUSTOM  PRODUCTS.  Customer and its Licensees may also order from Ives
     Formulation  Co. Products  custom-manufactured  to Customer's or Licensee's
     specifications ("Custom Products"). Ives Formulation Co. shall manufacture,
     package,  label and prepare Custom Products for shipment in accordance with
     Customer's  written  specifications,   which  shall  be  provided  to  Ives
     Formulation  Co.  in a form  substantially  similar  to  Exhibit  A of this
     Agreement.  Pricing  for Custom  Products  shall be as  determined  by Ives
     Formulation  Co.  Ives  Formulation  Co.  may vary the unit cost for Custom
     Products to provide discounts for larger volume purchases.

          JOINT FORMULA PRODUCTS. Customer or its Licensees and Ives Formulation
     Co.  may  also  jointly  create  formulas  for  products   ("Joint  Formula
     Products").  Ives  Formulation Co. shall  manufacture,  package,  label and
     prepare Joint Formula  Products for shipment in accordance with all federal
     and state laws, rules and regulations, industry standards, and the parties'
     agreed upon specifications.  Pricing for Joint Formula Products shall be as
     determined by Ives  Formulation Co. Ives  Formulation Co. may vary the unit
     cost for Joint  Formula  Products to provide  discounts  for larger  volume
     purchases.

          PRIVATE LABEL  PRODUCTS.  Customer and its Licensees may purchase from
     Ives Formulation Co. products that have labels  customized for the Customer
     or its Licensees  ("Private Label  Products").  Ives  Formulation Co. shall
     affix to  Private  Label  Products  labels  furnished  by  Customer  or its
     Licensees  which  are  consistent  with  Ives  Formulation  Co.'s  labeling
     equipment and meet all federal and/or state labeling  requirements  for the
     Private Label Products  ordered,  or shall assist Customer or its Licensees
     in preparing the technical  portion of the customized  labels.  Pricing for
     Private Label Products shalt be as determined by Ives Formulation Co. In no
     event shall Ives Formulation Co.'s name appear on Customer's label,  unless
     Ives Formulation Co. has consented thereto in writing.

3.   Orders and Payments.  Orders shall be e-mailed to Ives  Formulation  Co. by
     -------------------
     Customer's  web  master  daily.   There  shall  be  no  purchase   quantity
     requirements  for  Customer,  its  Licensees  or Buyers with respect to the
     Standard  Ives  Formulation  Co.  Products.  All orders for  Standard  Ives
     Formulation Co. Products shall be prepaid  including  shipping and handling
     charges by wire transfer to Ives Formulation Co.'s bank in full at the time
     of order  placement.  Customer's web master will fax  confirmation  of wire
     transfer upon placement of order. Buyers must furnish the state tax numbers
     or other  evidence of sales tax exempt  status prior to shipment of orders.
     There shall be a 1,000 bottle purchase  quantity  requirement for Customer,
     its  Licensees or Buyers with  respect to Custom  Products,  Joint  Formula
     Products and Private Label  Products.  Fifty percent (50%) of all order for
     Custom Products, Joint Formula Products and Private Label Products shall be
     paid upon submission of a purchase order. The remaining fifty percent (50%)
     shall be due upon completion of manufacturing.


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4.   Shipping.  Shipping  shall be by UPS ground unless Buyer  requests and pays
     --------
     for overnight  shipping by UPS.  Customer will be responsible  for charging
     Buyer  shipping  and  handling  fees for  payment to Ives  Formulation  Co.
     according to the fee schedule  provided by Ives Formulation Co. and updated
     from time to time.  Ives  Formulation Co shall ship all orders for Standard
     Ives  Formulation Co. Products which are in stock within  seventy-two  (72)
     hours of receipt of the order. Custom Products,  Joint Formula Products and
     Private Label  Products  shal be shipped on a timely  basis,  but not later
     than six weeks from acceptance of the purchase order.

5.   Rights  in  Formulas.
     --------------------

     (a)  Standard Ives Formulation Co. Products.  Ives  Formulation  Co.  shall
     -------------------------------------------
     own the formula  for  all  Standard  Ives  Formulation  Co.  Products.

     (b) Custom  Products.  Customer shall own the formula for Custom  Products.
     --------------------
     Ives Formulation Co. agrees not to manufacture products for other Customers
     using any Custom  Products  formula  during the period in which Customer is
     ordering such Custom Product and for so long as Customer  continues to sell
     such Custom Products.

     (c) Joint Formulas. If Ives Formulation Co. and Customer or Licensee create
     ------------------
     a Joint Formula  Product,  then such Joint Formula will be jointly owned by
     the parties.  Ives  Formulation Co. agrees not to manufacture  products for
     other customers using the Joint Formula during the period in which Customer
     is ordering products containing the Joint Formula from Ives Formulation Co.
     Customer and its Licensees agree not to retain a third party to manufacture
     products containing the Joint Formula(s).  In the event that Customer fails
     to order a specific  Joint Formula  Product for a period of 3 months,  Ives
     Formulation Co. shall be free to sell products containing the Joint Formula
     to other customers.

6.   Warranties  and  Indemnification.  Ives  Formulation  Co. warrants that all
     --------------------------------
     Standard Ives  Formulation Co. Products and Joint Formula Products shall be
     fit for the purpose for which  produced  and shall be in full and  complete
     compliance  with local,  state and federal laws  applicable  thereto.  Ives
     Formulation  Co. warrants that all Custom Products shall be manufactured in
     accordance with Customer's  specifications.  Ives  Formulation Co. warrants
     that the technical  information on all non-Private  Label Products shall be
     correctly and  accurately  described on each label  affixed  thereto and in
     full and  complete  compliance  with all  local,  state  and  federal  laws
     applicable thereto. Ives Formulation Co. warrants,  covenants and certifies
     that its manufacturing  facility complies with applicable  federal.  state,
     city, county and municipal laws, rules, regulations,  ordinances, and codes
     in all material respects.  Ives Formulation Co. hereby agrees to indemnify,
     hold  harmless and defend  Customer,  its  Licensees,  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  Ives
     Formulation Co.'s breach of its product warranties as set forth herein.


                                     Page 3
<PAGE>
7.   Trade  Secrets.  Ives  Formulation  Co.  and  Customer  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 7 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.


8.   Term  of  Agreement;  Breach  of  Agreement.
     -------------------------------------------

     TERM. This Agreement shall continue for three years,  and may be renewed by
     Customer for an additional  three-year term,  unless the Agreement shall be
     terminated for cause, as hereinafter defined.

     BREACH.  In  the  event  of  a  material  breach  of  this  Agreement,  the
     non-breaching  party  may  provide  written  notice  of such  breach to the
     breaching party.  Upon receipt.  the breaching party shall have thirty (30)
     days to correct such breach, after which the termination shall be effective
     if not so  corrected.  In the event of  termination  by  Customer  prior to
     delivery of Product for which a purchase order has been submitted, Customer
     shall  reimburse  Ives  Formulation  Co. for the cost of all raw materials,
     work in process and costs of returning any Customer boxes and labels. In no
     event shall  reimbursement  of these amounts limit Ives  Formulation  Co.'s
     legal right to seek  compensation for the amount of its profit or any other
     damages  accrued under any canceled  purchase order. In no event shall Ives
     Formulation Co. be required to accept or deliver product under any purchase
     order if Customer has failed to timely pay the  outstanding  balance due on
     any previous  purchase  order.  Failure to so perform shall not be deemed a
     breach of this Agreement by Ives Formulation Co.

     OTHER  TERMINATION  FOR  CAUSC.  In the event  that  Customer  shall file a
     voluntary petition in bankruptcy or for reorganization of indebtedness,  or
     that  Customer  should,  for a period of more than ninety (90) days, be the
     subject of any involuntary  bankruprcy  proceeding or receivership over all
     or substantially all of Customer's  assets, or that any Officer or Director
     of Customer  should be found  guilty of a felony or crime  involving  moral
     turpitude,  then Ives  Formulation  Co. may  immediately,  upon delivery of
     written notice to Customer, terminate this Agreement.

     Upon termination, Ives Formulation Co. agrees that Customer's Licensees may


                                     Page 4
<PAGE>
     buy Products  directly  from  Ives  Formulation  Co.

9.   Assignability.  This  Agreement  may not be  assigned  without  the written
     -------------
     consent of the other party  provided  that this  Agreement  may be assigned
     without  consent to an entity  acquiring  all or  substantially  all of the
     assets of either  party;  and provided  further,  it is  understood  by the
     parties  that  Customer  intends to sell rights to certain  territories  to
     other entities,  and Ives Formulation Co.  acknowledges  that such sales of
     territories shall not be construed as an assignment of the rights under the
     Agreement.

10.  Insurance.  During the term of this Agreement,  Ives Formulation Co. agrees
     ---------
     to maintain,  at its expense,  product liability insurance of not less than
     one  million  dollars  ($1,000,000).   Customer  may  request  evidence  of
     insurance at any time.

11.  Governing Law; Dispute Resolution.  This Agreement shall be governed by and
     ---------------------------------
     construed  in  accordance  with the laws of the  State of  California.  Any
     dispute  arising  under this  Agreement  shall be resolved  pursuant to the
     terms of the Dispute Resolution Agreement attached hereto as Exhibit B.

12.  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 Ives Formulation Co.:     Mr. Dennis Stulak, COO
                                          5660  Eastgate  Drive
                                          San  Diego,  CA  92121
                                          Fax:  (858) 554-1420


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<PAGE>
          If  to  Customer:               Mr. David Mortenson, CEO
                                          Vitamineralherb.com, Inc.
                                          P.O.  Box  5034
                                          Alvin,  TX  77512-5034
                                          Fax:  (281)  331-9442

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.

Ives  Formulation  Co.,  an  Oklahoma  corporation


By:  /s/  Dennis  Stulak
   ---------------------
   Dcnnis  Stulak,  COO

Vitamineralherb.com, Inc., a Nevada Corporation


By:  /s/  David  R.  Mortenson
   ---------------------------
    David R Mortenson, President


                                     Page 6
<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:

Product Ingredients and Amounts:

Other Product Specifications:
Color:                   Tablet  Type:                  Consistency:
Weight:                  Bottle Size/Color:             Tablet count per bottle:
Cotton Insert:           Bottle Seal:                   Shrink Wrap Neck Band:
Silicon Pack:            Other specifications:

Microbiological content: Customer to specify any requirement, if none specified,
product  will  be  manufactured  to industry standards.  Microbiological content
specifications:

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

Labels/Boxes  to  be  received  by  [date]:

Master  Pack/Wrapping/Palleting  Requirements:

Ship  to  Address:

Order  Quantity:  (minimum  1,000  bottles):

Price:             FOB Ives Formulation Co.'s facility in San Diego, CA

Delivery  Dates:

Terms of Sale:     50%  with  submission  of  purchase  order;  50%  due upc'n
                   completion  of  manufacturing

Purchase Order No.:

Date of Purchase Order:

Ives Formulation Co. approval:
Customer approval:


                                     Page 7
<PAGE>
                                    EXHIBIT B

                          DISPUTE RESOLUTION AGREEMENT

THIS  DISPUTE  RESOLUTION  AGREEMENT ("Dispute Resolution Agreement") is entered
into  and effective as of    June 21, 2000     by and between  Ives  Formulation
                           ------------------
Co.,  an  Oklahoma  corporation,  and  Vitamineralherb.com.  Inc.,  a  Nevada
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 thc  Manufacturing
     Agreement dated June 21, 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 Dispuie 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 thcir  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 Ives  Formulation  Co.'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. Subject to the availability of the mediator, the mediation shall
     occur not more than thirty (30) days after the  request for  mediation.  If
     the parties cannot agree upon  acceptable  mediator within ten (10) days of
     the request for mediation, each party shall select one mediator from a list
     of not less than three (3) mediators provided by the other party. These two
     mediators  shall  select  a third  mediator  who  shall  serve  as the sole
     mediator. The mediation shall be held in San Diego, California. 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


                                     Page 8
<PAGE>
     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 San Diego,  California.  The  arbitration  shall be
     governed  by the  provisions  of the  California  Code of  Civil  Procedure
     ("CCP"), and the following provisions, which shall supersede the CCP 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  arbitrators(s)  within ten (10) days of the termina tion 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 thc 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  arbitraton
     provision hereof. In so doing, such party shall not be required to meet the
     requirement  of  California  Civil Code Section  1281.8.  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. An attorney may represent each party
     -------------------------------------
     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 ro 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 provisions of the Agreement and shall


                                     Page 9
<PAGE>
     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  California  (excluding
     California's  conflict of law rules), 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 thc 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 effectivencss of
     this Dispute  Resolution  Agreement in achieving  the stated  intent of the
     parties.

     C.  Confidentiality.  The parties  agree that thcy will not disclose to any
     -------------------
     third  party that (1) they are engaged in the  dispute  resolurion  process
     described  herein,  (2) the fact of,  nature or  amount  of any  compromise
     resulting herefrom, or (3) the fact or; 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  modifled  in a
     writing signed by both parties.


                                    Page 10
<PAGE>
     F.  Successors.  This  Dispute  Resolution  Agreenient  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 excitisive 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 San Diego, California or the
     federal court for the Sourhern District of California.

     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
     thc party shall from time to time  notify).  Such notice shall be deemed to
     have  been  served  at the time the same is  received  by the  party  being
     served.

          Ives  Formulation  Co.:         5660  Eastgate  Drive
                                          San  Diego, CA 92121
                                          Attn:  Dennis Stulak, COO
                                          Fax:  (858) 554-1424


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          Customer:                       Vitamineral.hcrb.com.  Inc.
                                          P.O.  Box  5034
                                          Alvin,  TX  77512-5034
                                          Attn:  David  Mortenson,  CEO
                                          Fax:  (281)331-5580

     I. Acknowledgment of Legal Effect of this Dispute Resolution Agreement.  By
     ----------------------------------------------------------------------
     signing this Dispute  Resolution  Agreement.  the parties  acknowledge that
     they arc giving up any rights they may possess to have  Disputes  litigated
     in a court and arc hereby waiving the right to a trial by jury. The parties
     further  acknowledge  that  they  arc  agreeing  to a one year  statute  of
     limitations  regarding  all  Disputes  and thnt  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 rcfuse
     to submit to the provisions of this Dispute Resolution Agreement,  they may
     be compelled to do so under the authority of the  California  Code of Civil
     Procedure.  The parties  acknowledge  that they have had the opportunity to
     consult  counsel  regarding  the meaning and legal  affect of this  Dispute
     Resolution Agreement and enter into it knowingly and voluntarily.

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

Ives Formulation Co.                     Vitamineralherb.com, Inc.,
An Oklahoma corporation                  A  Nevada  corporation

By:  /s/  Dennis  Stulak                 By:  /s/  David  Mortenson
   ---------------------                    -----------------------
Name:   Dennis Stulak                    Name:   David  Mortenson
Title:  COO                              Title:  CEO



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