EXHIBIT 10


Francorp(R)

Client: Health Express USA, Inc.

FULL FRANCHISE DEVELOPMENT PROGRAM

The Full Development Program described here consists of services normally
required by a business to create a comprehensive franchise program, launch a
marketing and sales campaign, and effectively recruit, train, and service
franchisees.



@ 1992 Francorp, Inc. All rights reserved.



<PAGE>


FULL FRANCHISE DEVELOPMENTPROGRAM
Francorp(R)

STRATEGIC PLANNING AND PROGRAM STRUCTURE

1.  Initial Client Meeting
At Francorp's offices, the client will meet with department heads and
individuals assigned to the project for the purpose of reviewing the company's
history, operations, and goals, as well as identifying the client's principal
franchise strategy. Subsequently, in meetings with individual departments,
issues related to developing the franchise program will be discussed in detail
and preliminary schedules for completion of work product will be established.

2.  Concept Review
Francorp personnel will examine the basic concept, operational format, and
general marketing characteristics of the client's business, evaluating each in
terms of its effect upon the franchise program. This review will encompass types
of products and services offered; types and size of locations utilized; total
investment for establishing an outlet; and sales and earnings of the corporate
entity and franchising concept.

3.  Senior Consultant On-Site Analysis
A Senior Consultant will visit the business to be franchised to review its
operational characteristics and recommend policies and procedures aimed at
enhancing the franchise program. The Senior Consultant will also identify
operational elements of the business critical to the legal, operations, and
marketing aspects of the franchise program and relay this information to
appropriate Francorp personnel.

4.  Franchise Structure
Francorp will make recommendations relating to the critical business decisions
that become the foundation of the franchise program and that are incorporated in
the legal, operations, and marketing documents and strategies. These issues
include policy formulation, market potential, speed of expansion, the franchise
structure best suited to the client's situation, and current company resources
available to meet franchise goals.

A. Franchise Owner Profile The ability to identify specific characteristics of
the target franchisee is essential to structuring a franchise program.
Qualifications such as financial resources, previous experience, and business
skills will be addressed, based upon the needs of the client and Francorp's
knowledge of the franchise marketplace.

B. Type of Franchise Offered A franchisor may offer individual franchises,
multi-unit franchises, or sub franchises - or all three - depending upon such
factors as unit investment, complexity of operation, cost and nature of support
programs, and expansion goals. In addition, a franchisor may offer a start-up
franchise or a conversion franchise (to a compatible existing business) or both.
Francorp will recommend a franchise program designed to meet the client's needs.

C. Determination of Territory Based upon the nature of the client's business,
competition, and other factors, Francorp will suggest whether or not the
franchisee needs a geographic territory or protected area. If it does, Francorp
will analyze available territorial and demographic data from the client's
existing outlet or outlets and prioritize appropriate criteria, such as
population, competition, income levels, size of the market needed to support a
franchise, industrial base, or business base.

D. Franchise Support Programs Francorp will identify the type and scope of
services to be provided to franchisees, including initial training, supervisory
visits, site selection, and advertising support. In this manner, a comprehensive
support program can be planned and the cost of that program anticipated.

E. Internal Staffing Francorp will assess human resources needs for implementing
the franchise program and will determine how best to meet those needs, whether
by expanding the roles of current staff members or by creating new positions.
Francorp will also review the client's organization structure, assess its
adaptability to franchising, and recommend changes if necessary.

5.  Franchise Revenue Sources
Francorp will review the client's revenue options and recommend appropriate
revenue sources that may contribute to the client's income and profits. Among
the available revenue sources are the following:

A. Initial Franchise Fees Franchise fees will be determined after weighing
various factors, among them the marketability of the franchise at various price
levels, competition from other business opportunities available to potential
buyers, and the cash flow produced by the business. The recommended initial
franchise fee will be structured in light of a number of factors, such as
front-end selling expenses, advertising, commissions, training, site and
start-up assistance costs, market needs, and other variables.

<PAGE>

B. Royalties Royalties will be recommended after a review of the client's
business and in light of the needs of franchisees and state-of-the-art industry
practices. They will be based on the need to maintain sufficient corporate cash
flow, to support general and administrative costs and franchise services, and to
provide ongoing income for the continuing operation of the franchise. They must
also be affordable for franchisees.

C. Advertising Fees Local, cooperative, and corporate advertising fees will be
recommended after an evaluation of the amounts currently spent for advertising
in operating units and of the type of advertising needed at the unit level.
Corporate advertising fees required of franchisees will be based on the need for
finished advertisements in their various forms, on current industry standards,
and on the cash flow of franchisees.

D. Other Some franchisors derive income from other sources as well, including
the sale of products and services, leasing of assets and real property, and
financing. Francorp will assist the client in determining which sources are
appropriate and practical.


6.  Program Structure Review and Recommendations
Following the Senior Consultant's analysis, team members assigned to the
client's project will review all critical decisions and weigh the impact of
these decisions upon key aspects of the franchise program. Francorp will make
final recommendations relating to the business and marketing characteristics
that impact upon the success of the franchise program. Finally, Francorp will
formalize its recommendations as to program structure in writing.

FRANCHISE DOCUMENTATION

7.  Individual Franchise Agreement
Francorp will draft, and submit to the client's attorney for review and
approval, a Franchise Agreement clearly defining the contractual relationship
between the franchisor and the individual franchisee. This agreement will be
developed in conjunction with input received from Francorp's program analysis
and recommendations, and will be based on current industry practice and recent
developments in franchise law. In the event that revisions are requested by the
client and his attorney, Francorp will make such revisions at no additional
charge. However, should the client request more than two revisions (provided
that all previous comments have been reflected), Francorp will bill for such
extra revisions at its customary hourly rates.

8.  Offering Circular
Francorp will draft, and submit to the client's attorney for review and
approval, the Offering Circular required by the Federal Trade Commission and
state regulatory agencies for purposes of disclosure. This document will contain
required information arranged in the for-mat stipulated by state and federal
laws. (Earnings claims are not included as part of this service.) Should
revisions be required, they will be done on the same basis as revisions to the
Franchise Agreement.
                Uniform Franchise Offering Circular (UFOC)
       --------
                FTC Offering Circular
       --------
                Canadian Offering Circular
       --------

9.  Franchise Registrations and Filings
After the client's attorney has approved the final draft of the Franchise
Agreement and Offering Circular, Francorp will prepare the materials required by
various state regulatory agencies. Applications will be based on information
provided to Francorp by the client and will be submitted to the client's
attorney for review and approval, when completed. Included in these materials
are items such as the Uniform Franchise Registration Application, Supplemental
Information Form, Cross Reference Sheets, Salesman Disclosure Forms, Uniform
Consent to Service of Process Forms, and the Corporate Acknowledgement and
Certification Page, as well as copies of advertising materials and the Franchise
Agreement and Offering Circular. Materials will be prepared for the following
states and/or province:

-California                -Maine                    -Rhode Island
-Connecticut               -Maryland                 -South Carolina
-Florida                   -Michigan                 -Texas
-Georgia                   -Minnesota                -Virginia
-Hawaii                    -New York                 -Washington
-Illinois                  -North Carolina           -Wisconsin
-Indiana                   -North Dakota
  - -Other
  -All of the above                                  -Alberta, Canada


10.  Preliminary Analysis and Outline
Francorp will develop a preliminary outline that identifies and describes the
topics that should be covered in the client's comprehensive Franchise Operations
Manual. Based on discussion at the initial client meeting and material supplied
by the client, this outline will reflect Francorp's initial understanding of the
issues relevant to the franchisee and will be specifically tailored to the
franchise concept. It will also indicate the points at which the manual will
cross-reference the provisions of the Franchise Agreement and will delineate the
areas for which systems should be developed to monitor the operations of the
franchisee. The outline is designed to aid the process of implementing the
franchise program, and it will further serve as the agenda for the field visit
of the Operations Consultant.

<PAGE>


11.  Operations Visit and Review
A Francorp Operations Consultant will visit the client's place of business to
observe its operations first-hand and to discuss the preliminary outline.
Subject to client approval, the consultant will determine the manual's style,
scope, and format, and will document procedures and collect any materials that
are to be included in the manual.

12.  Final Outline
Following the operations visit, the Consultant will finalize the outline for the
manual, incorporating all adjustments agreed upon during the visit. The final
outline will be sent to the client for review, and upon approval, the drafting
of the manual will begin.

13.  The Operations Manual
Francorp will produce a manual incorporating information essential to the
operation of the franchise. Its content will be based upon data obtained in
meetings with the client, from the observation of the business in operation,
from the final franchise documents prepared for the franchise program, and from
Francorp's extensive experience. The typical Franchise Operations Manual
requires between 100 and 150 hours of research, drafting, and production time.
This agreement entitles the client to a total of up to 200 hours of such time,
or to one original draft and one revision, whichever comes first. Additional
revisions or time in excess of 200 hours, if requested or necessary, will be
billed on an hourly basis upon the client's authorization.

 FRANCHISE MARKETING SERVICES

14.  The Franchise Marketing Plan
Francorp will develop a comprehensive plan for generating franchise sales leads.
This plan, based upon an understanding of the client's expansion goals and the
profile of the target franchise owner, will recommend specific marketing
activities and will include appropriate creative materials - such as direct mail
letters and copy and layout for franchise sales ads - that can be utilized in
the franchise sales campaign. The Marketing Plan will incorporate specific media
suggestions, a budget for the campaign, and a timetable for implementation. It
will also contain useful information on topics such as legal restraints on
franchise marketing, how to obtain publicity, and whether to conduct seminars
and participate in trade shows. Copy for the ad or letter will be developed
within the context of Francorp's experience with the guidelines established by
the Federal Trade Commission and by various state regulatory agencies whose
approval is required before any advertising materials can be used in connection
with the sale of franchises. All copy must also be reviewed by the client's
attorney. Camera-ready art-work and typesetting are not included.

15.  Franchise Brochure
Francorp will develop copy and layout for a four-color brochure of approximately
six to twelve pages, plus cover, designed to describe the client's franchise and
to build enthusiasm among prospective franchisees. The brochure will describe in
detail the distinctiveness of the concept, the benefits of the franchise
program, and the market for its products and/or services. A separate
question-and-answer section will deal with the material facts concerning the
purchase of the franchise, including costs and operational qualifications of the
franchisee.
   Copy for the brochure will be developed within the context of Francorp's
experience with guidelines established by the Federal Trade Commission and by
the various state regulatory agencies whose approval is required before a
brochure or any other advertising materials can be used in connection with the
sale of the franchise. All copy must also be reviewed by the client's attorney.
   Francorp will secure bids for photography, production, and printing of the
brochure, although the client has the option, of course, to secure bids and have
the work done through other sources. Photography and printing costs, including
typesetting and camera-ready artwork, are not included in this proposal.

FRANCHISE SALES CONSULTING

16.  Franchise Sales Training
Francorp conducts two-day franchise sales training classes in Francorp's offices
on a regular basis throughout the year. The class includes a comprehensive
overview of the franchise sales process plus detailed instruction in proven
franchise sales techniques, proper lead follow-up procedures, state and federal
legal requirements pertaining to franchise sales, and much more. Up to three
members of the client's staff may attend any one of these classes during the
general consulting period outlined below. Additional attendees may participate
at anytime for a charge of $ 100 each for tuition and materials.

17.  Franchise Sales Manual
Each person attending sales training will receive a copy of Francorp's
copyrighted franchise sales manual for use in establishing an effective
franchise sales program, as a reference guide, and as a textbook for instructing
franchise sales personnel. The Francorp Franchise Sales Strategy(TM) manual
provides useful information on all aspects of the franchise sales process,
including the psychology of the franchise buyer, complying with federal and
state franchise laws, establishing a lead-tracking system to determine the
effectiveness of lead generating techniques, showing the client's facility to
its best advantage, and conveying the benefits of franchising. Also included is
information on how to conduct seminars, hold open houses, and work trade shows,
plus sections on special situations in franchising, among them area development,
master, and conversion franchises.

18.  Franchise Marketing/Sales Implementation
At a meeting in Francorp's offices with the Marketing and Sales Consultants
assigned to the client's project, the initial franchise sales strategy will be
finalized. Techniques spelled out in the Marketing Plan for generating sales
leads will be reviewed, the marketing budget fine-tuned, and a timetable for
implementation agreed upon. At the client's option, arrangements can be made for
Francorp Advertising, a recognized advertising agency, to place advertisements
with specific media; media services are usually provided on an hourly basis

<PAGE>

GENERAL CONSULTING AND PROGRAM REVIEW

19.  One-Year Consulting Service
For a full year, every member of Francorp's professional staff assigned to the
client's project will be available on a consulting basis to advise and assist in
the implementation of the client's franchise program and to supply useful
information concerning cur-rent practices in the client's industry and in
franchising generally. Toward this end, Francorp personnel can be consulted via
mail, telephone or in meetings. If Francorp's attendance is required at meetings
elsewhere than at Francorp's Olympia Fields, IL headquarters, the client will be
charged only for reimbursable expenses as specified at the end of this proposal.
These consultation services may be used to discuss franchise issues, review the
client's marketing and sales performance, monitor development of the Operations
Manual, consult Francorp's current research reports, refine growth objectives,
or for any other consulting purpose, provided that these services do not
constitute creation or revision of actual work product beyond that specifically
described in this proposal






<PAGE>


20.  Year-end Review
At the end of the consulting year, Francorp's Department Heads will meet with
the client at Francorp's Olympia Fields offices to review all aspects of the
franchise program, assess its results, and to recommend alterations where
appropriate. Included in this review will be such topics as refinement of
planning and goals, status of state registrations and schedule for renewals, the
Operations Manual, results of the client's franchise marketing and sales efforts
to date, and plans for future growth.

Additional Services
In addition, the following services have been contracted for as shown on
Francorp's General & Supplementary Services proposal attached:

Franchise Sales Videotape

Fee Schedule
The fee for the above-stated services shall be $136,000.00 payable according to
one of the schedules shown below:

        A. The entire amount, less a discount of ten (10%), upon acceptance of
this proposal. 1.

        B. An initial payment of $60,000.00 and the balance in:

           [ ] ________    monthly installments of  $ ___________ each, without
           interest.

           [ ] _______ equal monthly installments of $_________________ plus an
amount covering interest at one and one-half percent (1.5%) per month on the
remaining and unpaid balance and allowing for amortization of principal.

        C. Other: 38,000 shares of restricted stock plus 5 year warrant for
38,000 shares of restricted common stock at $2.00 per share (exercise Price)

        All monthly installments are due and payable on the first day of each
month.

        In addition to the above fixed-fee services, the client has selected the
following proposal items for hourly billing:

        The client will be invoiced monthly for these services according to the
attached schedule of hourly fees for Francorp employees. In the event travel is
required in the course of hourly-billing services, all travel time will be
billed at hourly rates, provided that addition of travel hours to actual working
hours shall not cause billings for an individual Francorp employee to exceed (8)
hours in any given day. If actual working hours for an employee equal or exceed
eight (8) in a given day, the client will not be billed for working hours and
not for travel time logged during that day.

The following items are not included as part of this contract:
   1. Transportation, food, and lodging.
   2. Printing, photography, and camera-ready artwork.
   3. Filing fees required by state regulatory agencies.
   4. Courier (overnight) delivery.
   5. On-line database charges.
   6. Outside legal fees.
   7. Media advertising.
   8. Outside accounting and audit fees.
   9. International telephone charges.

   No expenses will be incurred by Francorp without the client's prior approval.
Reimbursable expenses shall be paid as billed. Payments not made when due shall
bear a late charge of 1.5% each month.

Acknowledgments:
   All franchise documents and forms provided by Francorp that are required for
compliance with state and federal law will be submitted to the client's attorney
for review and approval. Neither Francorp nor its employees can or do act as the
client's attorney. Francorp is not responsible for performing due diligence and
does not independently verify representations of fact made by the client to
Francorp in the preparation of franchise documents and other work products
described in this agreement.
   All work covered under this contract must be completed within the general
consulting period specified above, if applicable. Work not complete by that date
because of Francorp delays will be completed at Francorp's expense. Work not
complete by that date because of client delays will be completed at the client's
expense on an hourly basis. If revisions to work products are required as a
result of material changes in the client's program that occur after initial
drafting, the client will be billed for these revisions on an hourly basis.
   The plans, materials, and consulting advice provided under this contract will
be prepared based on Francorp's experience and the information available to it.
Client acknowledges that it has independently selected franchising as a means of
doing business from the various options available to it. However, the success of
a franchise program depends upon a variety of factors outside Francorp's
control. Moreover, conditions affecting a franchise program may change
dramatically over time, in ways that cannot be anticipated. For those reasons,
Francorp cannot and does not warrant the success of any such program, and cannot
and does not warrant that the actual results or experience of a franchise
program will be similar to any of the projections or forecasts provided by
Francorp under this contract.

<PAGE>

   Francorp does not act as a franchise broker in connection with the sale of
the client's franchises, nor does Francorp participate in any sales presentation
directly to prospective franchisees. Client is not authorized to use Francorp's
name in connection with its franchise program without Francorp's express written
consent.
   In the event that this contract is terminated by either party for any reason,
Francorp will provide to the client an accounting of the total work performed on
the client's program by Francorp personnel. The client will be responsible for
all fees and costs incurred through the day of termination.
   This proposal represents the entire agreement between the parties. Client has
not relied on any representations, either oral or written, other than those
herein contained. This contract shall be governed under the laws of the state of
Illinois.

   If this proposal meets with your approval, please sign and return this
agreement along with the initial payment. This proposal will be valid for thirty
(30) days.

SUBMITTED BY:  FRANCORP, INC.
By:
Title:
Date:             6/28/01

ACCEPTED: /s/ Douglas Baker
Company:  Health Express, USA, Inc.
By:       Douglas Baker
Title:    President
Date:     7/10/01






Francorp(R)
1-800-877-1103
 CHICAGO
 20200 Governors Drive, Olympia Fields, IL 60461-1015
 (708) 481-2900
 (708) 481-5885 FAX
NEW YORK
237 Park Avenue, New York, NY 10017-3142
(212) 922-3600
(212) 697-8486 FAX

LOS ANGELES
6033 West Century Boulevard, Los Angeles, CA 90045-6410
(310) 338-0600
(310) 338-0991 FAX