Exhibit 10.8
Vital Health Technologies, Inc.
Form 10-KSB
File No. 000-15243

          INDEPENDENT CONTRACTOR / CONSULTANT AGREEMENT
This  agreement, dated Oct 8, 1999 between Vital Health
Technologies,   L.L.C.  ("VHT")  a  Minnesota   Limited
Liability  Company,  and  Joe  Meyer  and  North   Pole
Engineering ("CONTRACTOR"), an individual and company.

Period of agreement: To begin as of the date above.

Services  to  be  provided: Engineering and  management
consulting

1.   Engagement  of  contractor.  VHT  hereby   engages
CONTRACTOR  on  a  work-for  -  as  needed  to  provide
services as listed above. VHT shall pay compensation to
CONTRACTOR as itemized in Exhibit A.

  *  CONTRACTOR shall determine CONTRACTOR'S own working hours.
     If working at VHT's premises, time schedules will be agreed on
     between VHT and CONTRACTOR.

  *  CONTRACTOR shall be assigned the Work, but shall be
     responsible for and will conduct all of CONTRACTOR'S business in
     CONTRACTOR'S own name and in such manner as it may see fit.
  *  CONTRACTOR will pay all expenses whatever of CONTRACTOR'S
     activities and be responsible for the acts and expenses of
     CONTRACTOR'S employees, and CONTRACTOR'S own profits and losses.
  *  Nothing in this Agreement shall be construed to constitute
     CONTRACTOR as the partner, employee or agent of VHT nor shall
     either party have any authority to bind the other in any respect,
     it being intended that each shall remain as an independent
     contractor responsible only for its own actions.

  *  CONTRACTOR Agrees to indemnify VHT against all claims based
     on or arising out of this Agreement, including limitation claims
     for taxes.
  *  CONTRACTOR shall not be considered an employee and shall
     have no right to any employee benefits. As neither CONTRACTOR nor
     its personnel are VHT's employees. VHT shall not take any action
     or provide CONTRACTOR'S personnel with any benefits or
     commitments inconsistent with any of such undertakings by
     CONTRACTOR. In particular:
  *  VHT will not withhold FICA (Social Security) from
     CONTRACTOR'S payments.
  *  VHT will not make state of federal unemployment insurance
     contributions on behalf of CONTRACTOR or its personnel.
  *  VHT will not withhold state and federal income tax from
     payment to CONTRACTOR. VHT will not make disability insurance
     contributions on behalf of CONTRACTOR. VHT will not obtain
     worker's compensation insurance on behalf of CONTRACTOR or its
     personnel.


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     2. Trade Secrets., This Agreement is intended to
     establish and protect the rights of VHT with
     respect to confidential information, including
     without limitation, undisclosed financial
     information, customer lists, business plans,
     product development plans, computer software
     source code, hardware engineering designs,
     inventions, developments and other work product,
     pending trademark, copy or patent applications,
     contents or ideas contained therein, know how and
     show how or other confidential or secret
     information concerning the business and affairs of
     the corporation and/or its directors, officers or
     employees which is directly or indirectly useful
     to VHT in any aspect of VHT's business
     (collectively referred to for purposes of this
     Agreement, but without changing their respective
     legal character, as Trade Secrets") for which the
     CONTRACTOR will be paid compensation as an
     independent contractor of VHT. CONTRACTOR
     therefore agrees that CONTRACTOR will not, during
     the term of this Agreement or at any time
     thereafter, use for CONTRACTOR or for others, any
     information and material which is identified by
     VHT or third parties as Trade Secrets or which the
     CONTRACTOR has reason to believe is of a
     confidential or secret nature, and will not
     disclose during the term of this Agreement or at
     any time thereafter, directly or indirectly, to
     any person outside the employ of VHT any such
     Trade Secrets without the express consent of an
     OFFICER of VHT and that CONTRACTOR will use such
     Trade Secrets exclusively in furtherance of
     CONTRACTOR'S lawful duties under this agreement.
     VHT and CONTRACTOR further agree to treat this
     agreement, the work to be performed, and the Work
     Product as confidential and shall disclose the
     same to CONTRACTOR'S employees only on a need to
     know basis.

     CONTRACTOR agrees that VHT' Trade Secrets
     constitute unique and valuable assets of VHT and
     represent a substantial investment of time and
     expense by VHT and its predecessors, and that any
     disclosure or other use of such knowledge or
     information other than for the sole benefit of VHT
     would be wrongful and would cause irreparable harm
     to VHT. The foregoing obligations of
     confidentiality, however, shall not apply to any
     knowledge or information which is now published or
     which subsequently becomes generally publicly
     known in the form in which it was obtained from
     VHT, other than as a direct or indirect result of
     the breach of this Agreement by CONTRACTOR.

     3. Ownership of Work Product. All copyrights,
     patents, trade secrets, or other intellectual
     property rights associated with any ideas,
     concepts, techniques, inventions, processes, or
     works of authorship developed or created by
     CONTRACTOR or its personnel during the course of
     performing VHT's Work (collectively, the "Work
     Product") shall belong exclusively to VHT and
     shall, to the extent possible, be considered a
     work made for hire for VHT within the meaning of
     title 17 of the United States Code. CONTRACTOR
     herewith automatically assigns and irrevocably
     transfer and shall cause its personnel
     automatically to assign and irrevocably transfer
     at the time of creation of the Work Product,
     without any requirement of further consideration,
     any right title, or interest it or they may have
     in such Work Product, including any copyrights or
     other intellectual property rights pertaining
     thereto. Upon request of VHT, CONTRACTOR shall
     take such further actions, and shall cause its
     personnel to take such further actions, including
     execution and delivery of instruments of
     conveyance, as may be appropriate to give full and
     proper effect to By virtue of this Agreement, all
     rights, title, and interest to all Work Product of
     CONTRACTOR, and confidential information, and all
     improvements developed within the course and scope
     of the performance by CONTRACTOR of this
     Agreement, whether or not patentable or
     copyrightable, including without limitation source
     code computer programs, manuals and related
     materials is hereby assigned to and shall become
     the property of VHT. CONTRACTOR shall promptly
     disclose to VHT all such Work Product,
     confidential information and improvements. To the
     extent reasonably required by VHT, CONTRACTOR
     shall cooperate with VHT in connection with any
     application for patenting or copyrighting any such
     Work Product, confidential information and
     improvements and shall execute all documents
     tendered by VHS to evident its ownership thereof

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     and will cooperate with VHT in obtaining,
     defending and enforcing VHT's rights therein.

     4. Pre-existing Works License. CONTRACTOR claims
     and hereby reserves and retains ownership of the
     works identified in Exhibit B attached hereto,
     which CONTRACTOR created before entering into this
     Agreement. With respect to such works, and without
     further charge, to the extent the same are
     utilized, are necessary for or otherwise relate to
     the Work, VHT shall have a non-exclusive license
     to use such works in machine-readable form
     throughout VHT's organization. Pursuant to such
     license, VHT may also modify and make additional
     copies of such works for internal use and
     installation by VHT CONTRACTOR shall also make
     available the source code version of such works,
     as requested by VHT for support and maintenance
     purposes, provided that the use and handling of
     all source code shall be subject to strict
     confidentiality procedures. VHT is cautioned
     against making unreviewed changes to such works
     that could disrupt or impair the functioning of
     the Software.

     5. Noncompetition. During the term of this
     Agreement and for the (6) month period following
     the termination of this Agreement, CONTRACTOR will
     not directly or indirectly:

       *  Own, manage operate or control, be employed by or act as a
          consultant, director agent or advisor to, or in any other manner,
          perform any services for any corporation, partnership, person,
          firm or other business or business entity that is engaged in
          competition with any part of VHT's business, including without
          limitation, the business of manufacture, development, design,
          marketing, distribution, or sale of variance cardiographs and/or
          such other products as VHT designs, manufactures, develops,
          distributes, sells or markets during the Term or has proposed to
          design, manufacture, develop, distribute, sell or market during
          the six month period after the expiration of the Tenn.

       *  Interfere with the actual or prospective relationship of VHT
          for any competitive reason induce or attempt to induce any
          employee or consultant of VHT to do any of the foregoing or to
          induce any employee of VHT to his/her employment, or to otherwise
          discontinue or interfere with the relationship of VHT (whether
          contractual or otherwise) with any customer or any other
          employee's employment with VHT for any competitive reason.

     6. Term and Termination. This Agreement will
     become effective on the date first, shown above
     and will continue in effect until terminated as
     provided by law for termination or removal of
     Independent Contractors, Officers, Directors,
     Consultants or other.

     7. CONTRACTOR'S Obligations on Termination of
     Agreement. Upon completion of the Work Product or
     earlier termination of this Agreement, the
     CONTRACTOR will deliver to VHT and will not keep
     in its possession nor deliver to anyone else, the
     originals or copies of any and all information and
     material referred to in the Agreement, including
     Work Product of the CONTRACTOR, and all notes,
     memoranda, specifications, devices, documents,
     electronic media furnished to CONTRACTOR, or any
     other material containing or disclosing any such
     information or material, including specifically
     source code or other hard copy output embodying
     the Work Product developed by CONTRACTOR pursuant
     to this Agreement. CONTRACTOR is specifically
     prohibited from using the Work Product for any
     other purpose whatsoever. All Work Product and
     confidential information of VHT shall be and are
     the sole and exclusive property of VHT whether or
     not made or developed by the CONTRACTOR.

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     8. Representations and Warranties of CONTRACTOR.
     CONTRACTOR warrants that:

       *  CONTRACTOR'S performance of the services called for by this
          Agreement do not violate any applicable law, rule, or regulation;
          any contracts with third-party rights in any patent, trademark,
          copyright, trade secret, or similar right; and

       *  CONTRACTOR has read and understands this Agreement and has
          sufficient right, title, and interest to grant and convey the
          rights accorded to VHT under section 4 hereof.
       *  CONTRACTOR wan-ants that all Work under this Agreement
          shall be performed in a workmanlike manner and in substantial
          conformity with the specifications published by CONTRACTOR with
          respect thereto, if any.

 9. Benefit. The obligations under this Agreement
     shall be binding upon and shall inure to the
     benefit of VHT its successors and assigns and
     shall be binding upon and shall inure to the
     benefit of CONTRACTOR, and CONTRACTORS, heirs,
     successors, and legal representatives of
     CONTRACTOR.

 10. Attorney's fees; remedies. In the event of any
     legal action, whether in law or by equity, or
     pursuant to any type of alternative dispute
     resolution mechanism, the prevailing party shall
     be awarded its costs, disbursements and expenses
     of such action, including reasonable attorney's
     fees.

 11. General Provisions. This Agreement sets forth
     the entire understanding of the parties with
     respect to the matters herein. No amendment or
     modification to this Agreement shall be effective
     unless the same shall be reduced to writing and
     executed by the parties hereto. Should any portion
     of this Agreement be determined by the courts to
     be in conflict with any applicable law, the
     validity of the remaining portions shall not be
     affected thereby. Each of the rights and remedies
     enumerated herein shall be independent of the
     other and shall be separately enforceable, and all
     of such rights and remedies shall be in addition
     to, and not in lieu of any other rights and
     remedies available to VHT at law or in equity, all
     of which shall be cumulative.

 12. The validity and interpretation of this
     Agreement shall be governed by the laws of the
     state of Minnesota. This Agreement may not be
     assigned by CONTRACTOR. Any litigation relating to
     the interpretation and/or enforcement of this
     Agreement shall be exclusively Venued in the state
     or federal courts sitting in Hennepin or Ramsey
     County Minnesota and CONTRACTOR consents to this
     exclusive venue and agrees that the forum is
     convenient to both parties and waives any right to
     contest the same. The provisions of Section 2 - I
     I this Agreement shall survive termination of this
     Agreement.

IN WITNESS WHEREOF, this Agreement has been executed as
of the date first above written.

Vital Health Technologies, L.L.C.

(Contractor)  NPE INC.
Joseph Meyer

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                            EXHIBIT A
                          Compensation

     1.)  Contractor will receive compensation as outlined in the
     attached agreement.

     2.) Cash compensation will be equal to 75% of
     billing. 25% of billing will be awarded in the
     form of warrants.1.5 warrants will be awarded for
     each $1.00 of billing up to 25% of total.

     3.) Bonus warrants will be awarded for billings
     less than the maximum range quoted. 2 bonus
     warrants will be awarded for each dollar less than
     the maximum cost estimate of $78,900. For example:
     If total billings amount to $65,900 then the
     difference between the maximum of $78,900 would be
     $13,000 and 26,000 bonus warrants would be earned.

     4.) Warrants will have a 5 year duration and each
     warrant will convert into I share of Vital Health
     Technologies, Inc. common stock at 50 cents.

This compensation plan is understood and accepted by:
/s/Joseph  Meyers  Date : 10- 8-99
(Contractor)

Witnessed by:
/s/ Vital Health Technologies  Date 10/8/99
 Vital Health Technologies, L.L.C.

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