Exhibit 10.1
Vital Health Technologies, Inc.
Form 10-KSB
File No. 000-15243

AURORA CAPITAL MANAGEMENT

January 28, 1997

Aurora Capital Management LLC agreement with Vital Heart Systems,
Inc.

Purpose and objectives:

1.)   To   fully  evaluate  the  market  potential  of   variance
cardiography  technology  over a six (6)  month  period  of  time
beginning February 17, 1997 and ending August 15, 1997.
2.) To gage investor interest and create preliminary awareness.
3.)  To  develop  a  complete strategic plan  that  will  can  be
implemented   to   realize  the  full   potential   of   variance
cardiography.
4.)  To  begin  putting  together  a  team  of  highly  effective
personnel that will fill key roles within the organization.
5.)  To  determine what capital resources will be  needed  and  a
strategy to obtain the necessary capital.
6.)  To  finalize  a long term agreement between  Aurora  Capital
Management  and  Vital  Heart  Systems  that  is  fair   to   all
stakeholders.

Methodology:

1.)  Develop a complete plan of action to be completed  within  6
months.
2.) Recruit and gain commitment of key individuals.
3.) Arrange for product demos for investors and key individuals.
4.) Coordinate consumer group feedback studies.

Progress reports:

1.) Aurora will provide verbal and/or written progress reports to
the directors of Vital Heart Systems every two (2) weeks.
2.) At the appropriate time we will begin negotiations for a long-
term agreement.


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Role of Vital Heart Systems:

1.)  Vital Heart will make available to Aurora Capital Management
any  information,  machinery,  etc.  that  will  be  helpful   in
accomplishing the purpose and objectives listed above.
2.)  Vital Heart's directors and key personnel will keep  William
Kieger, Aurora Capital Management abreast of any progress  and/or
developments that are independent of this agreement.


Aurora  management,  consultants and  advisors  (appropriate  for
Vital Heart project):

*    William Kieger - Founder and President.  Former Vice
     President, American Express Financial Advisors.  Member,
     board of directors, Genovus Inc.

*    Lance  Novak  - Finance and Business Management  Consultant.
     Former Vice President and Chief Financial Officer for GES  a
     wholly owned subsidiary of Alliant Techsystems.

*    Dr.  John Haaland - Emerging Technology Advisor.  Current
     Chairman and CEO of Pear, Inc. Former President / CEO of
     Agimax Inc., President of BioSystems, Inc., Vice President,
     Pillsbury, Principal Honeywell scientist for the Apollo
     space program.

*    Eric Harris - Product Development and Innovation Consultant.
     Current President of E.L.  Lewis Enterprises, a company that
     specializes in product design and conceptualization.

*    Dr.   Jose  Martinez  M.A.   -  Advisor.   Board  certified,
     emergency medicine.  Emergency Medicine Practitioner,  Heath
     East Hospitals 1982 - 1997.

*    Charles  Young  -  Research Analyst - Project  Manager.   Co
     Founder  of Reading Results.  Market Analyst, Horton Holding
     Co., Tax and Audit experience, Deloitte and Touche.

*    Meg  McCormick  - Marketing Consultant - Marketing  Manager,
     National   Biosciences,  Inc.,  Marketing  Manager,   C-Tech
     Systems.

*    Craig  Laughlin  -  SRC Funding - Mergers and  acquisitions,
     fundraising specialist

Termination and compensation:

Vital  Heart  will grant Aurora Capital Management  a  (6)  month
period  of  time to carry out the items outlined  above.   Either
Vital  Heart  or  Aurora Capital Management  may  terminate  this
agreement any time prior to the end of the (6) month period.   In
the event the agreement is terminated prior to the end of the (6)
month period or no long term agreement is finalized by the end of
the  (6) month period, Vital Heart may acquire title to all  work
product  provided  by  Aurora Capital Management  for  a  fee  of
$50,000.   The  fee may be reduced to less than $50,000  if  both
parties agree.  The fee must be paid within sixty day's and prior
to Vital Heart claiming title to Aurora's work product.

Liability:

No  party  shall have any liability or other rights to the  other
save  as  expressly  set  forth in this agreement.   Vital  Heart
reserves  the  right  to reject any offer from  Aurora  in  Vital
Heart's sole discretion.

This  agreement reflects our mutual understanding and is accepted
by all parties this 5th day of February 1997.


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Vital Heart Systems, Inc.

By:/s/Robert B. Beale           and    By:/s/John Mondati
     Robert B.  Beale                        John Mondati
     Director                                Director

Aurora Capital Management, LLC

By:/s/William J. Kieger
      William J. Kieger
      President


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