Exhibit 10.1


                               LICENSE AGREEMENT

      THIS  LICENSE AGREEMENT ("Agreement") is made and entered into as of June
15, 2003 (the  "Effective  Date"),  by  and between, TRIPLE EIGHT TECHNOLOGIES,
INC.  (TET),  a  British  Virgin Islands corporation  ("LICENSOR"),  and  NUTRI
PHARMACEUTICALS RESEARCH, INC. (NPRI), a Nevada corporation ("LICENSEE").

                                   RECITALS

      WHEREAS, TET is the owner  of  certain  technologies in the form of trade
secrets  and proprietary technical documentation,  together  with  further  and
future extensions  of  the  "art"  of  the  subject  technologies including any
derivative rights related to certain processes for the  conversion  of  any oil
substance  from a viscous liquid to a dry or powder condition in a manner  that
preserves optimum active ingredients the ("Technology"); and

      WHEREAS,  LICENSEE  desires to obtain from LICENSOR the exclusive, United
States license in and to such technologies supra, and other rights to include a
non-exclusive international  right,  in  accordance  with  the  terms  of  this
Agreement,  to  develop  and  commercially  exploit  products,  byproducts  and
processes based thereon.

      NOW,  THEREFORE,  in consideration of the mutual covenants and agreements
contained herein, LICENSOR and LICENSEE hereby agree as follows:


                                   ARTICLE 1

                                  DEFINITIONS

      1.1   Definitions.   Terms  not  otherwise  defined herein shall have the
meanings set forth below.

      "Advertising   Co-op",  means  a  co-operative  Licensee   "peer"   group
coordinating and optimizing  advertising  expenditures  and  programs  for  the
Technology.

      "Affiliate,"  or any variation thereof means, when used with reference to
a specified Person, any  Person  directly or indirectly controlling, controlled
by or under common control with the  specified  Person.   For  purposes of this
Agreement,  the direct or indirect ownership of 15% or more of the  outstanding
voting securities  of  a  Person,  or  the  right to receive 15% or more of the
profits or earnings of a Person, or the right  to  control the policy decisions
of a Person, shall be deemed to constitute control.

      "Bankruptcy"  is  defined  as  the  filing of a petition  for  relief  or
protection in a US Federal Bankruptcy Court.

      "Field" means all fields and methods of use, application or practice.


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<PAGE>
      "Force Majeure Event" means an event  beyond  the reasonable control of a
party,  including,  without  limitation,  acts of God; acts  of  war,  acts  of
terrorism or public enemies; civil commotions; embargoes; epidemics; quarantine
restrictions; floods; fires; earthquakes, unusually  severe weather conditions,
strikes, labor disputes, accidents, mechanical breakdowns, governmental actions
or condemnations, or the inability to obtain necessary governmental approvals.

      "Gross Revenues" means amounts received on account  of  Licensed Products
sold  or  otherwise  distributed by LICENSEE or Licensed Processes  contracted,
after allowing deductions  for  the following items: (i) sales taxes, use taxes
and  other  similar  governmental  charges,  (ii)  freight  and  transportation
charges,  (iii)  custom  duties,  (iv)  insurance   charges,  (v)  rebates  and
retroactive price reductions and (vi) commissions actually paid to distributors
and  sales  representatives.   In  the  event  a Licensed Product  is  sold  or
otherwise distributed for consideration other than  solely  cash, or a Licensed
Process is contracted for consideration other than solely cash,  the cash value
equivalent  of  such  other  consideration  attributable  to the sale or  other
distribution  of  the  Licensed  Product or of the Licensed Process,  shall  be
included in Gross Revenues.  Gross  Revenues  shall  be  deemed  received  when
actually  collected.   With  respect  to any Combination Product or Combination
Process, Gross Revenues shall be limited to amounts received on account of that
portion of the product or process that  is covered by or manufactured using the
Technology.

      "Improvements" means any and all new  or  useful processes, manufacturing
methods, compositions of matter or methods of use  that  are  first  conceived,
reduced  to practice or developed after the Effective Date, derivative  of  the
above Identified  "Technology",  extended  internationally by custom, courtesy,
and treaty.
      "Insolvency" is defined (in "Black's Law Dictionary") as the inability to
pay debts and bills as they become due in the ordinary course of business.
      "Intellectual  Property  Entitlements" means  the  underlying  reasonable
compensation  for  the  LICENSOR's   Intellectual   Property  inherent  to  the
Technology as set forth in herein.
      "Licensed Marks" means the trademarks, trade names, service marks, logos,
designs and/or symbols set forth on Exhibit A (as may  be  expanded  or amended
from  time  to  time)  hereto,  together  with  any variations and translations
thereof, extended internationally by custom, courtesy, and treaty.
      "Licensed  Product"  means  any  product  that  (i)  is  covered  by  the
"Technology";  (ii)  is  manufactured  using a Licensed Process;  or  (iii)  is
manufactured using a material portion of  the  Technical  Information, extended
internationally by custom, courtesy, and treaty.
      "Licensed  Process"  means  any  process  that  (i)  is  covered  by  the
"Technology"; or (ii) the practice of which involves use of a material  portion
of the Technical Information, extended internationally by custom, courtesy, and
treaty.
      "Master License" means the exclusive right to represent and implement the
Technology  within the territory and a limited non-exclusive right to represent
and implement the Technology in Open Territories.
      "Oil" is  identified  as  any  of  various  vegetable, mineral, or animal
substances that tend to reduce the friction of surfaces  rubbing  against  each
other,   are   inflammable,   used   for  heat,  lubrication,  medicines,  food
ingredients, etc.

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<PAGE>



      "Open  Territory"  means  the  non-exclusive   right  to  present  and/or
implement the Technology outside of the United States in the absence of a local
Master Licensee.
      "Powder"  a  substance  comprised of fine, dry, particles  or  the  state
thereof.
      "Processed Material Charge"  (PMC)  the "End Product" and /or Process Fee
per kilo of finished product pertinent to the then current subject oil.
      "Technology   Rights"   means   the  Identified   Proprietary   Technical
Information and Trade Secrets supra and  any  applications  directly derivative
therefrom,  covering  inventions,  developments and processes first  conceived,
reduced to practice or developed by the LICENSOR, that relate to the conversion
of  oil  and  other  similar  materials  to   powder   and  any  continuations,
continuations-in-part,     additions,    divisions,    renewals,    extensions,
reexaminations and reissues  of  any of the foregoing, extended internationally
by custom, courtesy, and treaty.
      "Person" means any corporation,  trust, partnership, joint venture, other
entity or natural person.
      "Technical Information" means all  technical information, data, know-how,
methods,  processes,  specifications, plans,  drawings,  blueprints,  formulae,
trade secrets and other  similar  items  related  to the Identified Technology,
supra, that are owned, controlled, or possessed by  LICENSOR  on  or before the
Effective  Date  and further and future extensions of the "art" of the  subject
technologies after  the Effective Date that relate to the conversion of oil and
other similar materials to powder.
      "Technology" means  the  Trade Secrets, the Technical Information, or any
subset thereof and the Licensed  Marks,  extended  internationally  by  custom,
courtesy, and treaty.
      "Territory"  -- Worldwide Exclusive

                                   ARTICLE 2

            GRANT OF LICENSE AND TRANSFER OF TECHNICAL INFORMATION

      2.1   License.    LICENSOR   hereby  grants  to  LICENSEE  an  exclusive,
perpetual, entitlement-bearing right  and  license  (i)  to  practice under the
Technology Rights supra, and to use, improve, enhance, modify,  copy,  publish,
disclose,  disseminate  and  create  derivative  works  based  on the Technical
Information, for purposes of developing, making, having made, using, marketing,
selling  and otherwise commercially exploiting Licensed Products  and  Licensed
Processes  in  the Field; and (ii) to use and display the Licensed Marks on and
in connection with  marketing,  selling  and  otherwise  distributing  Licensed
Products and Licensed Processes in the Field.

      2.2   Quality  Control;  Trademark  Usage.   All  uses by LICENSEE of the
Licensed  Marks  on  and  in  connection  with  the  marketing, sale  or  other
distribution  of  Licensed  Products  and  Licensed  Processes   (i)  shall  be
obligatory,  and  (ii)  shall  be  designed  to  enhance the value and goodwill
inherent in such marks, and (iii) shall be in accordance  with  all  applicable
laws, rules and regulations.


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<PAGE>


      2.3   Quality Control; Authorized Equipment.  LICENSEE shall be  required
to insure specification and use of LICENSOR engineered and authorized equipment
in all Technology implementations.   LICENSEE may take "markups" on such as per
industry custom.

      2.4   Quality Control; Authorized Procedures.  LICENSEE shall be required
to   insure  specification  and  use  of  LICENSOR  engineered  and  authorized
procedures in all Technology implementations.   LICENSEE may charge for such as
per industry custom.

      2.5   Government   Approvals.    LICENSEE  and  its  customers  shall  be
responsible  for paying all costs and expenses  incurred  by  any  of  them  in
obtaining  or  maintaining   all   approvals,   licenses,   registrations   and
authorizations  of  any  U.S.  or  non-U.S. national, state or local regulatory
agency,  department, bureau or other  government  entity,  including,  but  not
limited to the FDA, USDA, and EPA, necessary for the manufacture, use, storage,
transportation or sale of any Licensed Products or Licensed Processes.

      2.6   Compliance  with  Laws.   LICENSEE  shall endeavor to comply in all
material respects with all applicable laws, rules and regulations pertaining to
the  use  of  the  Technology and the development, marketing,  advertising  and
distribution of Licensed Products and Licensed Processes.

                                   ARTICLE 3

                                    FINANCES

      3.1   Master License.   In  consideration  of  the License Rights granted
under Article 2 supra, LICENSEE shall remit herewith a one-time cash fee in the
amount  of  four  hundred  thousand dollars ($400,000 USD),  thereafter  paying
Intellectual Entitlements as  specified  in  Item  "3.2.A"  below,  or,  at the
Licensee's option, forgoing the one-time cash fee in the amount of four hundred
thousand  dollars  ($400,000  USD)  and  paying  Intellectual  Entitlements  as
specified  in  Item  "3.2.B",  below.   Further,  if the Licensee has initially
elected to forgo Payment of the four hundred thousand dollar ($400,000 USD) one
time cash fee, they may, solely at their option, elect  at  any time to pay the
fee and revert to the lower Intellectual Entitlements rate delineated  in  Item
"3.2.A" below

      3.2   Intellectual  Entitlements.  In consideration of the license rights
granted under Article 2 supra,  LICENSEE  shall  pay  Intellectual Entitlements
(License Fees), to LICENSOR as follows:

      A.  Having paid the $400,000 of Item "3.1" supra, an amount equal to four
                percent (4.00%) of the Gross Revenues received  by  LICENSEE or
                any of its Affiliates on account of Licensed Products  Licensed
                Processes sold or otherwise distributed by LICENSEE; or,
      B.  Having elected to not pay the $400,000 of Item "3.1" supra, an amount
                equal  to  8 percent (8.00%) of the Gross Revenues received  by
                LICENSEE or  any  of  its  Affiliates  on  account  of Licensed
                Products  Licensed  Processes sold or otherwise distributed  by
                LICENSEE.
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<PAGE>

      A.1   In the case of a Licensed  Product,  such Intellectual Entitlements
shall remain payable for so long as the Licensed Product  is covered by a Valid
Claim  of  the Identified Technology in the country in which  such  product  is
made, used,  sold  or otherwise distributed, or is manufactured using a process
that is covered by a Valid Claim of the Identified Technology in the country in
which such process is  utilized.   In  the  case  of  a  Licensed Process, such
Intellectual  Entitlements  shall remain payable for so long  as  the  Licensed
Process is covered by a Valid Claim of the Identified Technology in the country
in which such process is utilized.

      A.2   Advertising Co-op Contributions.  In addition to the considerations
supra, of the license rights  granted  under  Article  2  supra, LICENSEE shall
convey to LICENSOR Advertising Co-op Contributions in cash equal to one and one
half percent (1.50%) of the Gross Revenues received by LICENSEE  or  any of its
Affiliates on account of Licensed Products Licensed Processes sold or otherwise
distributed  by  LICENSEE.   In  the  case  of  a  Licensed Product, such Co-op
Contributions  shall  remain  payable for so long as the  Licensed  Product  is
covered by a Valid Claim of the  Identified  Technology in the country in which
such product is made, used, sold or otherwise  distributed,  or is manufactured
using  a process that is covered by a Valid Claim of the Identified  Technology
in the country  in  which  such process is utilized.  In the case of a Licensed
Process, such Co-op Contributions  shall  remain  payable  for  so  long as the
Licensed  Process  is covered by a Valid Claim of the Identified Technology  in
the country in which  such process is utilized.  Such Co-op Contributions shall
be  amalgamated  with  like   contributions   from  other  peer  LICENSEEs  for
advertising  and marketing and will be administered  and  disseminated  by  the
LICENSOR.

      A.3   Payment  of  Entitlements.   Entitlements  and  payable  under this
Article 3 shall be due to LICENSOR for each calendar quarter beginning with the
first  calendar  quarter  in  which  any  Licensed Product is sold or otherwise
distributed,  or in which any Licensed Process  is  contracted,  and  shall  be
payable to LICENSOR  within  thirty  (30)  days  following  the last day of the
applicable calendar quarter.

      A.4   Payment  of  Advertising  Co-op Contributions.  Any  and  all  such
contributions payable under this Article  3  shall  be due to LICENSOR for each
calendar month in which any Licensed Product is sold  or otherwise distributed,
or in which any Licensed Process is contracted, and shall  be  payable  to  the
care  of  the  LICENSOR  within  thirty (30) days following the last day of the
applicable month.

      A.5   Reports.  LICENSEE shall  deliver  to  LICENSOR, within thirty (30)
days after the end of each calendar month, a report setting forth in reasonable
detail LICENSEE's calculation of the royalties payable  to  LICENSOR  for  such
calendar  period,  supported  by  LICENSEE's calculation of Gross Revenues on a
category-by-category basis.

      A.6   Method of Payment; Currency.   All remuneration payable to LICENSOR
under this Agreement shall be paid by wire transfer  in  immediately  available
funds in legal currency of the United States and shall be delivered to LICENSOR
at the account designated in writing by LICENSOR from time to time.

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<PAGE>

      A.7   Tax Withholding.  If laws, rules or regulations require withholding
of income taxes or other taxes imposed upon payments set forth in this  Article
3, LICENSEE shall make such withholding payments as required and subtract  such
withholding  payments  from the payments set forth in this Article 3.  LICENSEE
shall submit reasonable  proof  of payment of the withholding taxes to LICENSOR
within a reasonable period of time.   The  parties agree to cooperate with each
other, including, without limitation, in the filing of appropriate certificates
of tax exemption, (i) to ensure that any withholding  payments  required  to be
made  by  LICENSEE are reduced to the fullest extent permitted by law, and (ii)
to seek credit  for  withholding  payments previously made by LICENSEE.  In the
event LICENSEE is subsequently credited for withholding payments that have been
subtracted from payments required to  be made to LICENSOR under this Article 3,
the amount of each such credit shall be  immediately  due and owing by LICENSEE
to LICENSOR.

      A.8   Late Payment.  Any remuneration not paid on or before the date when
due shall accrue interest thereon from such date until  the  date of payment in
full at two (2) percentage points over the per annum interest rate published as
the "Prime Rate" in The Wall Street Journal (Eastern Edition),  but in no event
shall such rate exceed the maximum rate permitted by applicable law.   Payments
hereunder  shall  be  deemed paid as of the day on which they are released  and
"liquid" in the then current designated account.

      A.9   Records.  LICENSEE  agrees  to maintain for two (2) years after the
submission of each report under Section 3.6,  books  and  records in sufficient
detail  to  enable  the remuneration payable hereunder to be verified,  and  to
require each Affiliate of LICENSEE to do the same.

      A.10  Audit Rights.   Upon  reasonable prior notice to LICENSEE, LICENSOR
and its certified public accountants shall have access to the books and records
of LICENSEE and its Affiliates to conduct a review or audit thereof in order to
verify the payment of all required  remuneration  hereunder.  Such access shall
be available not more than once during any calendar  year  and  shall  only  be
available during normal business hours for the term of this Agreement and for a
period  of  two  (2)  years  after  its  termination.  LICENSOR shall treat all
financial  information  subject  to review hereunder  in  accordance  with  the
confidentiality provisions of this  Agreement,  and  shall  cause its certified
public  accountants  to  enter into a confidentiality agreement  with  LICENSEE
obligating  such accountants  to  retain  all  such  financial  information  in
confidence pursuant to such confidentiality agreement.

      A.11  Insolvency.   A condition of insolvency on the part of the LICENSEE
that is not corrected within  45 days of a notice to cure will cause all rights
herein granted to be rescinded  by the LICENSOR with no recourse.   Upon filing
of  bankruptcy on the part of the  LICENSEE,  all  rights  herein  granted  are
immediately rescinded by the LICENSOR with no recourse.






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<PAGE>


                                   ARTICLE 2

        TECHNOLOGY PROSECUTION AND MAINTENANCE; TRADEMARK REGISTRATIONS

      2.1   Obligations  of  Licensor.   LICENSOR  shall be responsible for the
prosecution and maintenance of the Technology Rights;  the  filing, prosecution
and  maintenance  of all trademark registrations and registration  applications
for the Licensed Marks;  and  all  associated  fees,  costs and other expenses,
including the costs of any interference, opposition, reexamination  or  reissue
applications  or counterparts or proceedings.  LICENSOR shall (i) keep LICENSEE
fully informed  of  all  activity concerning the prosecution and maintenance of
the Technology Rights and  the  filing,  prosecution  and  maintenance  of  all
trademark  registration  and  registration applications for the Licensed Marks;
(ii) consult with LICENSEE on material  aspects  of  matters  relating  to such
activities;  (iii)  promptly provide LICENSEE with copies of all correspondence
to and from the U.S.  Patent  and Trademark Office (or any foreign counterparts
thereof) concerning the Technology  Rights  or the Licensed Marks; (iv) provide
LICENSEE with advance copies of all correspondence  or  other  materials  to be
submitted  to the U.S. Patent and Trademark Office (or any foreign counterparts
thereof) concerning  the  Technology  Rights  or  the Licensed Marks and obtain
LICENSEE's approval of such items before so submitting  them;  and  (v) provide
LICENSEE with reasonable advance notice of and an opportunity to participate in
all hearings and other proceedings before the U.S. Patent and Trademark  Office
(or any foreign counterparts thereof) concerning the Technology Rights and  the
Licensed Marks.

      2.2   Obligations   of  Licensee.   LICENSEE  shall  assist  LICENSOR  in
prosecuting  and  maintaining   the   Licensed   Technologies  and  in  filing,
prosecuting  and  maintaining  all  trademark  registrations  and  registration
applications for the Licensed Marks as reasonably requested by LICENSOR.

      2.3   Additional Actions by Licensee.  If  LICENSOR fails to prosecute or
maintain any of the Technology Rights in any country,  or to file, prosecute or
maintain any registration or registration application for  a  Licensed  Mark in
any  country,  LICENSEE  shall  have  the  right,  but  not  the obligation, to
prosecute  or  maintain  such Technology Rights in such country,  or  to  file,
prosecute or maintain such  registration  or  registration  application in such
country,  in  each  case  on behalf of and in the name of LICENSOR.    In  such
event, LICENSOR shall execute  and deliver to LICENSEE all such instruments and
other documents and shall take such  other  actions  as  may  be  necessary  or
reasonably  requested  by  LICENSEE  in  connection  therewith.   All costs and
expenses  (including, without limitation, reasonable attorneys' fees)  incurred
by LICENSEE  in  connection  with  exercising its rights under this Section 4.3
shall  be  creditable  in  full  against  the  royalties  payable  to  LICENSOR
hereunder.






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<PAGE>


                                   ARTICLE 3

                                 IMPROVEMENTS

      3.1   Ownership and Assignment.  As between the parties, all Improvements
upon the Identified Technology that  are  used  or useful in the Field shall be
owned  solely by LICENSOR.  The LICENSOR hereby retains  any  and  all  rights,
title and interest in and to such Improvements.

      3.2   Patents  on Improvements.  LICENSOR shall be solely responsible for
preparing,  filing,  prosecuting   and   maintaining  all  patents  and  patent
applications claiming or covering any Improvements  as  LICENSOR  sees fit, and
shall bear all associated fees, costs and other expenses.

      3.3   Disclosure  of  Improvements.  LICENSOR shall promptly disclose  to
LICENSEE all Improvements conceived, reduced to practice or developed by either
of them, in whole or in part.  Such disclosures shall be in writing.

                                   ARTICLE 4

                                 INFRINGEMENTS

      4.1   Notice of Infringements.   Each  party  shall promptly give written
notice  to  the  other  parties  of  any infringement or unauthorized  use,  or
suspected infringement or unauthorized  use,  of any of the Technology or other
Intellectual Properties supra, by a third party (each, an "Infringement").

      4.2   Actions by Licensee.  LICENSEE shall  have  the  right, but not the
obligation,  to  secure  cessation  of  each  Infringement by instituting  suit
against the Person engaged in the Infringement  (the "Infringer") in LICENSEE's
own name (or, if required by law, in its, LICENSOR's),  and/or by entering into
a settlement or license agreement with the Infringer.  Recoveries  obtained  by
LICENSEE  in  any  such  action shall be retained solely by LICENSEE; provided,
however, that amounts recovered  by  LICENSEE  as compensation for lost profits
shall be treated as Gross Revenues for purposes of Article 3.  Each such action
shall be at LICENSEE's own expense; provided, however,  that  LICENSEE shall be
entitled to reduce any royalties payable to LICENSOR hereunder  by  up to fifty
percent  (50%)  of  its out-of-pocket expenses, including reasonable attorneys'
fees, incurred in prosecuting and/or settling any suit against an Infringer.

      4.3   Actions by  Licensor.   If,  within  six  months  of learning of an
Infringement,  LICENSEE  has  not  (i)  entered  into any settlement  with  the
Infringer; (ii) otherwise caused the Infringer to cease the Infringement, (iii)
instituted a suit against the Infringer to bring an  end  to  the Infringement,
then  LICENSOR  shall  have  the  right,  but  not  the  obligation,  to   take
responsibility  for ending the Infringement.  In such event, LICENSOR shall not
impose any obligations  or restrictions on LICENSEE, or grant any rights to the
Technology that are inconsistent  with  LICENSEE's  license  rights  hereunder,
without LICENSEE's prior written consent.




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<PAGE>


      4.4   Declaratory  Judgment  Actions.   In  the  event  that either party
learns  of  plans  for or the institution of a declaratory judgment  action  or
response alleging invalidity  of any of the Technology Rights, that party shall
provide the other parties with  prompt  written notice thereof.  LICENSEE shall
have the sole right, but not the obligation, to defend or settle such action or
response; provided, however, that LICENSOR  may  participate  in the defense or
settlement  thereof with counsel of its own choosing at its own  expense.   All
costs and expenses  (including, without limitation, reasonable attorneys' fees)
incurred by LICENSEE  in  connection with defending or settling any declaratory
judgment action or response  under this Section 6.4 shall be creditable in full
against the royalties payable  to  LICENSOR  hereunder.   In the event LICENSEE
notifies  LICENSOR  that  LICENSEE  does  not intend to defend such  action  or
response, or should LICENSEE at any time cease to diligently defend such action
or response, LICENSOR shall have the right,  but  not  the  obligation, to take
over  the sole defense of the action or response at its own expense;  provided,
however,  that  the counsel retained by LICENSOR to defend or settle the action
or response shall  be  subject  to  LICENSEE's  prior  written  approval,  such
approval not to be unreasonably withheld.

      4.5   Assistance.   In  any suit as either party may institute against an
Infringer, or to enforce or defend  the  Technology  Rights  pursuant  to  this
Agreement,  the  other  parties  hereto  shall  cooperate  as  requested in all
reasonable  respects  and,  to  the  extent  necessary,  testify or have  their
employees  testify  when  requested  and  make available all relevant  records,
papers, information, samples, specimens, and the like.

                                   ARTICLE 5

                             TERM AND TERMINATION

      5.1   Term.  The term of this Agreement  shall  commence on the Effective
Date and continue until terminated pursuant to the provisions  of  this Article
7.

      5.2   Termination  by  LICENSOR.   LICENSOR  shall  have  the  right   to
terminate  this  Agreement  upon  thirty  (30)  days'  prior  written notice to
LICENSEE if LICENSEE fails to pay any amount finally determined  by  a court of
competent  jurisdiction  to be due and owing to LICENSOR hereunder within  such
thirty (30) day period, or  upon insolvency or bankruptcy as per paragraph 3.12
supra.
      5.3   Termination  by  LICENSEE.    LICENSEE  shall  have  the  right  to
terminate this Agreement upon thirty (30) days prior written notice to LICENSOR
(i) if LICENSEE determines, in its reasonable judgment based on tests and after
consultation with LICENSOR, that the Technology  has  little  or no efficacy in
the Field or is not commercially viable, or (ii) in the event LICENSOR breaches
or  fails to perform any covenant, requirement, representation or  warranty  of
this  Agreement and does not cure the breach or failure within such thirty (30)
day period.



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<PAGE>


      5.4   No  Other  Events  of  Termination.  This Agreement shall remain in
effect unless and until terminated by  either LICENSOR or LICENSEE as permitted
under this Article 7, or by LICENSEE under  Section  12.2  in connection with a
Force Majeure Event.

      5.5   Survival.  Termination of this Agreement shall not relieve LICENSEE
of its obligation to pay any royalties that become due and payable  to LICENSOR
prior to the effective date of such termination.  Except as otherwise  provided
under  this  Article  7, upon termination of this Agreement, LICENSEE's license
rights shall cease and  all  rights  to  the  Technology and the Licensed Marks
shall revert unto LICENSOR.  In addition, Articles 8, 9, 10, 11 and 12, and any
other provisions required to interpret this Agreement shall survive termination
of this Agreement.


                                   ARTICLE 6

                                CONFIDENTIALITY

      6.1   Obligation of Confidentiality and Non-Use.  LICENSOR shall maintain
in confidence, and shall cause their employees,  agents  and representatives to
maintain in confidence, all Technical Information and any  information, data or
materials    pertaining    to    Improvements    (collectively,   "Confidential
Information").   In  addition,  LICENSOR  shall  use,  and  shall  cause  their
employees, agents and representatives to use, all Confidential Information only
for purposes of performing their obligations under this Agreement.

      6.2   Exceptions.    The   provisions  of  Section  8.1  respecting   the
maintenance of Confidential Information  in  confidence  shall not apply to any
information, data or materials that (i) become known to the  public  through no
act  or  omission  of  LICENSOR  or  any  other  Person  with  an obligation of
confidentiality to LICENSEE; or (ii) are required to be disclosed  pursuant  to
applicable  laws,  rules, regulations, government requirements or court orders,
provided,  however, that  LICENSOR  shall  advise  LICENSEE  of  such  required
disclosure promptly  upon  learning  thereof  in  order  to  afford  LICENSEE a
reasonable  opportunity  to contest, limit and/or assist them in crafting  such
disclosure.

      6.3   Obligation  to  Inform.   Upon  learning  thereof,  LICENSOR  shall
provide LICENSEE with prompt  written  notice of the unauthorized disclosure or
use of any Confidential Information.

      6.4   Injunctive Relief.  LICENSEE  hereby  acknowledges  that damages at
law  would  be an inadequate remedy for a breach of any of the obligations  and
restrictions  set  forth  in  this Article 8.  Accordingly LICENSEE agrees that
LICENSOR shall be entitled to seek  injunctive  relief with respect to any such
breach or threatened breach without the posting of  any bond or other security.
The  rights set forth in this Section 8.4 shall be in  addition  to  any  other
rights  or remedies that LICENSOR may have available to it hereunder, at law or
in equity.



                                     10

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                                   ARTICLE 7

                        REPRESENTATIONS AND WARRANTIES

      7.1   Representations  and  Warranties  of LICENSOR.  LICENSOR represents
and warrants to LICENSEE as follows:

            (a)LICENSOR is a corporation duly organized,  validly  existing and
in good standing under the laws of the British Virgin Islands.

            (b)The execution and delivery of this Agreement have been  duly and
validly  authorized,  and  all  necessary  action  has  been taken to make this
Agreement  a  legal,  valid and binding obligation of LICENSOR  enforceable  in
accordance with its terms.

            (c)The execution and delivery of this Agreement and the performance
by LICENSOR of its obligations  hereunder  will not contravene or result in any
breach of the Certificate of Incorporation or  Bylaws  of LICENSOR or result in
any  material  breach or violation of or material default  under  any  material
agreement, indenture,  license,  instrument or understanding or, to the best of
its knowledge, result in any violation  of  any law, rule, regulation, statute,
order or decree to which LICENSOR or any of its  Affiliates  is  a  party or by
which any of them or any of their property is subject.

            (d)LICENSOR   has  the  full  and  unencumbered  right,  power  and
authority to enter into this  Agreement, to grant the license rights granted by
LICENSOR to LICENSEE hereunder,  and  otherwise  to  carry  out its obligations
hereunder.

            (e)LICENSOR  is  the  exclusive  owner  of  all rights,  title  and
interest in and to the Technology.

            (f)LICENSOR  has  not  received  notice  of any claim  and  is  not
otherwise  aware  that  any of the Technology, or use thereof  by  LICENSEE  as
contemplated hereunder, infringes  or  misappropriates,  or  would  infringe or
misappropriate,   upon   the  Technology,  trademark,  trade  secret  or  other
intellectual property rights of any third party.

            (g)LICENSOR has  not  licensed  or  granted to any third party, and
will not license or grant to any third party during the term of this Agreement,
any  rights  in  or to the Technology that are inconsistent  with  the  license
rights granted by LICENSOR to LICENSEE hereunder.

            (h)To the best of LICENSOR's knowledge, no government, governmental
agency or subdivision  thereof  has any claim of right to or interest in any of
the Technology.

            (i)There is no action  or  proceeding  pending  or,  in  so  far as
LICENSOR  knows,  threatened  against LICENSOR before any court, administrative
agency or other tribunal that could  impact  upon  LICENSOR's  right, power and
authority to enter into this Agreement, to grant the license rights  granted by
LICENSOR  to  LICENSEE  hereunder,  or  to  otherwise carry out its obligations
hereunder.
                                     11

<PAGE>

            (j)LICENSOR  is  unaware  of  any  invalidity   of  the  Identified
Technology  and  will  immediately  notify  LICENSEE  upon  learning   of   any
information to the contrary.

            (k)To  the  best  of LICENSOR's knowledge, there does not exist any
patent of a third party, which is dominant to the Technology Rights.

            (l)All employees and  contractors  of LICENSOR are bound by written
agreements providing for the assignment to LICENSOR  of  all  Improvements that
they may conceive, reduce to practice or develop, on their own  or jointly with
others, in connection with performing any work for LICENSOR.

            (m)  LICENSOR is not aware of any Person who has superior rights to
use the Licensed Marks.  No claims are pending or, in so far as LICENSOR knows,
have  been  threatened against LICENSOR in connection with use of the  Licensed
Marks.

      7.2   Representations  and  Warranties  of LICENSEE.  LICENSEE represents
and warrants to LICENSOR as follows:

            (a)LICENSEE  is a corporation duly incorporated,  validly  existing
and in good standing under the laws of the State of Nevada.

            (b)The execution  and delivery of this Agreement have been duly and
validly authorized, and all necessary  action  has  been  taken  to  make  this
Agreement  a  legal,  valid  and  binding obligation of LICENSEE enforceable in
accordance with its terms.

            (c)The execution and delivery of this Agreement and the performance
by LICENSEE of its obligations hereunder  will not contravene, or result in any
breach of, the Certificate of Incorporation or Bylaws of LICENSEE, or result in
any  material breach or violation of or material  default  under  any  material
agreement,  indenture,  license, instrument or understanding or, to the best of
its knowledge, result in  any  violation of any law, rule, regulation, statute,
order or decree to which LICENSEE  or  any  of  its Affiliates is a party or by
which any of them or any of their property is subject.

            (d)LICENSEE  has  the  full  and  unencumbered   right,  power  and
authority  to  enter  into  this  Agreement  and  otherwise  to carry  out  its
obligations hereunder.


                                   ARTICLE 8

                   DISCLAIMERS AND LIMITATIONS OF LIABILITY

      8.1   No Additional Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE
9,  LICENSOR MAKES ANY EXPRESS OR IMPLIED WARRANTIES, STATUTORY  OR  OTHERWISE,
CONCERNING  THE  TECHNOLOGY.  SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING,
LICENSOR  MAKE NO IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR  FITNESS  FOR  A
PARTICULAR  PURPOSE OR OTHERWISE WITH RESPECT TO THE TECHNOLOGY OR ANY LICENSED
PRODUCTS OR LICENSED PROCESSES.

                                     12

<PAGE>

      8.2   Limitation   on   Damages.    EXCEPT   FOR   ANY  BREACHES  OF  THE
REPRESENTATIONS AND WARRANTIES OF A PARTY UNDER ARTICLE 9, OR ANY VIOLATIONS OF
THE  OBLIGATIONS  OF CONFIDENTIALITY AND RESTRICTED USE UNDER  ARTICLE  8,  AND
SUBJECT TO THE INDEMNIFICATION  OBLIGATIONS OF THE PARTIES UNDER ARTICLE 11, IN
NO EVENT SHALL ANY PARTY BE LIABLE  TO  ANY  OTHER PARTY FOR ANY CONSEQUENTIAL,
INCIDENTAL,  INDIRECT,  SPECIAL,  PUNITIVE  OR  EXEMPLARY  DAMAGES  (INCLUDING,
WITHOUT LIMITATION, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED OR INCURRED BY
SUCH  OTHER  PARTY  IN  CONNECTION  WITH  A BREACH OR ALLEGED  BREACH  OF  THIS
AGREEMENT,  EVEN IF SUCH PARTY HAS BEEN ADVISED  OF  THE  POSSIBILITY  OF  SUCH
DAMAGES.

      8.3   Acknowledgment.  Each party hereby acknowledges and agrees that the
foregoing disclaimer  and  limitation  of  liability  represent  bargained  for
allocations  of  risk,  and  that  the  economies, terms and conditions of this
agreement reflect such allocations.

                                   ARTICLE 9

                                   INDEMNITY

      9.1   Mutual Indemnity.  Subject to  the provisions of Section 11.2, each
party agrees to defend the other parties, their Affiliates and their respective
officers, directors, employees, agents and representatives from and against any
and all third-party claims, suits, actions and  demands,  and  to indemnify and
hold  harmless  such  persons from and against any and all damages,  penalties,
judgments, assessments,  settlement  amounts,  costs  and  expenses  (including
reasonable attorneys' fees) paid or payable to third parties in connection with
such  claims,  suits  actions  and  demands,  to  the  extent arising out of or
relating to (i) such party's breach of any representation,  warranty,  covenant
or  agreement  of  such  party  contained  in  this  Agreement;  or  (ii) gross
negligence or willful misconduct on the part of such party.

      9.2   Conditions to Indemnification.  The obligations of the indemnifying
party  under Section 11.1 are conditioned upon the prompt notification  to  the
indemnifying  party  of  the  suit,  claim,  action or demand in question.  The
indemnifying party shall have the right to assume  the defense of any the suit,
claim, action or demand in question unless, in the reasonable  judgment  of the
indemnified  party,  such  suit,  claim,  demand or action involves an issue or
matter which could have a materially adverse effect on the business, operations
or assets of the indemnified party, in which  event  the  indemnified party may
control the defense or settlement thereof.  If the indemnifying  party  defends
the suit, claim, demand or action, the indemnified party may participate in the
defense   thereof   at   its   sole  cost  and  expense.   This  provision  for
indemnification shall be void and  there  shall  be  no  liability  against the
indemnifying  party  as  to  any  suit,  claim,  demand  or  action  settled or
compromised  by  the  indemnified  party  without  the  prior  consent  of  the
indemnifying party.




                                     13

<PAGE>


                                  ARTICLE 10

                                 MISCELLANEOUS

      10.1  Entire  Agreement.   This  Agreement,  together  with  the Exhibits
annexed  hereto,  sets  forth and constitutes the entire agreement between  the
parties hereto with respect  to  the  subject matter hereof, and supersedes any
and all prior agreements, understandings, promises, and representations made by
either party to the other concerning the  subject  matter  hereof and the terms
applicable hereto.  This Agreement may not be released, discharged,  amended or
modified  in  any manner except by an instrument in writing signed by the  duly
authorized representatives of LICENSEE and LICENSOR.

      10.2  Force Majeure.  None of the parties shall be liable for any default
or delay in performance of such party's obligations hereunder to the extent the
same is attributable to any Force Majeure Event, provided that such party shall
use commercially reasonable efforts to overcome the Force Majeure Event as soon
as is reasonably  possible  and  all obligations of the parties shall return to
being in full force and effect upon  the  termination  of  such  Force  Majeure
Event.   Should  any  Force  Majeure  Event having a material adverse effect on
LICENSEE's ability to fully exploit the  license  rights  granted  to  LICENSEE
hereunder  last  or  be  reasonably expected to last for a period of sixty (60)
days or longer, LICENSEE shall  have  the  right  to  terminate this Agreement,
effective immediately, on written notice to LICENSOR.   Any such termination by
LICENSEE shall be without liability to LICENSOR on account thereof.

      10.3  Parties Independent.  In making and performing  this Agreement, the
parties  are acting at all times as independent entities and nothing  contained
in  this  Agreement  shall  be  construed  or  implied  to  create  an  agency,
partnership  or  employer and employee relationship between any of the parties.
Except as specifically  provided  herein,  at  no  time  shall  any  party make
commitments  or  incur any charges or expenses for or in the name of any  other
party.

      10.4  Assignment; Successors and Assigns.   LICENSEE shall NOT be free to
assign or transfer  this  Agreement,  or any of its rights hereunder, to any of
its Affiliates, except to any entity acquiring  all or substantially all of the
assets  of  LICENSEE  to  which  this  Agreement relates,  whether  by  merger,
acquisition  or  otherwise.   Subject  to  the   foregoing  restrictions,  this
Agreement, and each and every provision hereof, shall be binding upon and shall
inure  to the benefit of the parties, their respective  successors,  heirs  and
permitted  assigns,  and  each  and  every  successor-in-interest to any party,
whether  such  successor  acquires such interest  by  way  of  gift,  purchase,
foreclosure or any other method,  shall  hold  such interest subject to all the
terms and provisions of this Agreement.








                                     14

<PAGE>

      10.5  Governing Law; Jurisdiction; Service of Process.  To the extent not
in  conflict with Federal substantive law, this Agreement  and  the  covenants,
promises, representations and warranties contained herein, shall be governed by
the laws of the British Virgin Islands, without giving effect to any provisions
concerning  conflicts  of law or choice of law.  Any legal action or proceeding
arising out of or in connection  with  this  Agreement  shall be brought in the
courts  of  the  British  Virgin  Islands,  and the parties hereto  accept  the
exclusive jurisdiction of such courts.  Each  of  the  parties  hereto  further
irrevocably  consents  to  the  service  of  process by registered mail, return
receipt  requested, at the address specified below,  or  by  any  other  method
provided under applicable law.

      10.6  Waiver  of  Jury  Trials.  LICENSOR and LICENSEE hereby irrevocably
waives all rights such party may have to a trial by jury in any legal action or
proceeding arising out of or in connection with this Agreement.

      10.7  Publicity.  Except  as expressly permitted under this Agreement, or
as may be required by law, none of  the  parties shall originate any publicity,
news release or other public announcement  relating  to  this  Agreement or its
terms   and   conditions,  written  or  oral,  whether  to  the  public  press,
stockholders or  otherwise,  without  the  prior  written approval of the other
parties, such approval not to be unreasonably withheld.

      10.8  No Waiver of Rights.  The failure of any  party  to  insist, in any
one  or more instances, upon the performance of any of the terms, covenants  or
conditions  of this Agreement and to exercise any right hereunder, shall not be
construed as  a  waiver or relinquishment of the future performance of any such
term, covenant or  condition  or  the  future  exercise  of such right, but the
obligations of the other parties with respect to such future  performance shall
continue in full force and effect.

      10.9  Severability.   If  any provision of this Agreement is  held  by  a
tribunal  of  competent jurisdiction  to  be  illegal,  invalid,  or  otherwise
unenforceable in  any jurisdiction, then to the fullest extent permitted by law
(i) the same shall  not effect the other terms or provisions of this Agreement,
(ii) such term or provision shall be deemed modified to the extent necessary in
the tribunal's opinion  to  render  such term or provision enforceable, and the
rights  and  obligations  of  the  parties  shall  be  construed  and  enforced
accordingly, preserving to the fullest  extent the intent and agreements of the
parties set forth herein and (iii) such finding  of  invalidity,  illegality or
unenforceability  shall not affect the validity, legality or enforceability  of
such term or provision in any other jurisdiction.

      10.10 Headings.   The  headings of the articles and sections used in this
Agreement  are  included for convenience  only  and  are  not  to  be  used  in
construing or interpreting this Agreement.






                                     15

<PAGE>


      10.11 Notice.  All notices provided for or permitted under this Agreement
shall be in writing  and  (i)  delivered  personally,  (ii)  sent by commercial
overnight courier with written verification of receipt, (iii) sent by certified
or  registered U.S. mail, postage prepaid and return receipt requested  to  the
party to be notified, at the address for such party set forth below, or at such
other  address  of  which such party has provided notice in accordance with the
provisions of this Section  12.11.   Notices  shall  be  deemed  effective when
received  if sent pursuant to subsection (i) or (iii), one business  day  after
sending if  sent pursuant to subsection (ii), and when sent if sent pursuant to
subsection (iv)  on  a  business day, or one business day after sending if send
pursuant to subsection (iv)  other than on a business day.  In any event Notice
shall  be  deemed transmitted upon  receipt  of  acknowledgement  or  proof  of
delivery.  Each  Party  shall  notify  the other immediately upon any change of
address.

IF TO LICENSOR:

TRIPLE EIGHT TECHNOLOGIES, INC.
US Contact Office
c/o Fabian Vincent,
8894 Los Montanas St.
Las Vegas, NV 89147

      10.12 Counterparts.  This Agreement  may  be  executed  in  any number of
counterparts,  each of which shall be an original; but such counterparts  shall
together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.

TRIPLE EIGHT TECHNOLOGIES, INC.    NUTRI PHARMACEUTICALS RESEARCH, INC.

By:  /s/ Godfrey Yew               By:  /s/ Bryant Behrmann
--------------------               ------------------------
Name: Godfrey Yew                  Name:  Bryant Behrmann


                                     16

<PAGE>

                                   EXHIBIT A

                       TRADEMARKS & TRADE NAMES & LOGOS

"OIL TO POWDER"
"O2P"
ANY GRAPHIC REPRESENTATION OF THE FOREGOING.




                                                                    - # -
Initials_____ Initials _____

<PAGE>