Exhibit 10.10
Vital Health Technologies, Inc.
Form 10-KSB
File No. 000-15243

          INDEPENDENT CONTRACTOR / CONSULTANT AGREEMENT

     This agreement, dated 8/29/00 , between Vital Health
     Technologies, L.L.C. ("VHT") a Minnesota Limited
     Liability Company, and  "CONTRACTOR"), an individual. SRC
     Funding, Inc.

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

     Services to be provided:

     1. Engagement of contractor. VHT hereby engages
     CONTRACTOR on a work-for-hire, 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 mariner as it may see fit.
          *    CONTRACTOR will pay all expenses whatever of
          CONTRACTOR'S activities and be responsible for the
          acts and expenses of CONTRACTORS 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 CONTRACTORS 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. Ownerships 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

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     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 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 Rather 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 consult-ant, 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 Term.

     *    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 Agreernent.
       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 published 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 warrants 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 fort= is convenient  to
   both parties and waives any right to contest the same.  The
   provisions  of Section 2 - 11 this Agreement shall  survive
   termination of this Agreement.

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

/s/Vital Health Technologies
Vital Health Technologies, L.L.C.
________________________
(Contractor)

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                            Exhibit A
                          COMPENSATION

Contractor  will provide services to Vital Health Technologies
that  are  in alignment with the development plan  and  equity
reorganization  of  Vital  Heart  Systems,  Inc.  (Exhibit B).
Contractor  will be compensated based on the  achievement  of
two separate milestones.

1.)  Negotiation  of  final settlements on  substantially  all
outstanding judgment debt.
2.)   The  completion  of  the  development  plan  and  equity
reorganization as described in the agreement between  the  two
companies.

  *  Compensation for the achievement of the 1st  milestone
     Contractor will be credited with 40,000 warrants to purchase
     shares of Vital Heart Systems, Inc. common stock at a price of
     .049 per share. Warrants shall have a 5-year term from the date
     of  issue.  Warrants will be issued following the  equity
     reorganization of Vital Heart Systems, Inc.

  *  Compensation for the achievement of the 2nd  milestone
     Contractor will be credited with an additional 60,000 warrants on
     the same terms as described above.

  *  Contractor will also rive a cash bonus in the amount of
     $10,000 for the achievement of the milestone contractor

/s/SRC Funding
Contactor

/s/ Vital Health Technologies
Vital Health Technologies


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                            EXHIBIT B

  TERMS OF CONVERSION AGREEMENT WITH VITAL HEART SYSTEMS, INC.


     Vital Health Technologies, L.L.C. was recently formed for
     the  purpose  of  providing a mechanism for  funding  the
     reorganization  and development of Vital  Heart  Systems,
     Inc. The Company has a formal agreement which includes  a
     12-month  bridge loan at an interest rate of 10%  with  a
     security  interest in all assets of Vital Heart  Systems,
     and  will  maintain  ownership of  any  assets  paid  for
     directly   and  he  Id  in  the  name  of  Vital   Health
     Technologies  L.L-C.  Aurora Capital  Management,  has  a
     security  interest in the patents of Vital Heart  Systems
     with  virtually  the same conversion  features  as  Vital
     Health  Technologies. The agreement calls for funding  to
     be  provided  in phases as the Company deems appropriate.
     Any  capital  not  currently needed  will  remain  in  an
     appropriate   account  in  the  name  of   Vital   Health
     Technologies, L.L C.

     At  which  time  key benchmarks are achieved,  conversion
     will   take   place  and  each  unit  of   Vital   Health
     Technologies,  L.L.C. will convert  to  shares  of  Vital
     Heart Systems, Inc. common stock by dividing $5,000 by an
     amount equal to the 30 day average trading price of Vital
     He  an  Systems, Inc. common Stock. immediately prior  to
     the  effective  date of the merger, or  $.50  per  share,
     should the 30-day average exceed $.50 per share

     The  key benchmarks necessary for the conversion  of  the
     debt include:

     1.)  Successful  completion of a I for 60  reverse  stock
     split of Vital Heart Systems, Inc. common stock.
     2.)  Settlement of all outstanding debts of  Vital  Heart
     Systems,  Inc. (excluding any debt that falls  under  the
     statute  of  limitations  and  any  debt  which   Has   a
     conversion  to stock provision). Settlements must  be  in
     accordance  with  the  budgeted amount  of  common  stock
     allocated   for   the   specific  purpose   of   creditor
     settlements.
     3.)  Completion  and  filing of all  past  corporate  tax
     returns -and SEC reporters.
     4)  The  establishment of a transfer  agent  and  trading
     system for Vital Heart Systems. Inc. common stock.

     The Board of Governors of Vital Health Technologies, Inc.
     will   determine  if  satisfactory  completion   of   the
     benchmarks  has been achieved and reserves the  right  to
     waive  or  modify  one  or  more  of  the  benchmarks  if
     sufficient progress has been made.

     Forecast of post merger equity structure assuming sale of
     100 Units:


Investors in Vital Health Technologies
    (converted at 50 cents per share)            1,000,000
*Aurora Capital Management, L.L.C.               1,000,000
Vital Heart Current Shareholders
    (following a I for 60 reverse stock split)     400,000
Creditors of Vital Heart                           600,000
Total Shares                                     3,000,000

Development Team Warrants                          300,000
Agent Warrants (Fundraising)                       100,000
Total Warrants                                     400,000

*Aurora  Capital Management, L.L.C. shares are issued as  part
of  an  original agreement entered into in 1997. ACM  will  be
issued  additional  stock  as  a  creditor  and  warrants  for
development team services.

The  Company  expects to seek an additional  $  1,000.000  to
$2,000,000 of equity capital to implement Vital Heart Systems
long-term  operating  plan after the  initial  reorganization
efforts are completed.


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