EXHIBIT 10.2

THIS AMENDING AGREEMENT is dated and effective this 25th day of September, 2002;

BY AND BETWEEN:     9103-3019 QUEBEC INC., a company incorporated under the laws
                    of the  Province  of  Quebec,  with its  principal  place of
                    business  located at 147 Dufferin Road,  Hampstead,  Quebec,
                    H3X 2Y2

                    (hereinafter referred to as "Licensor");

         AND:       VITALSTATE  CANADA  LTD.   (formerly,   NUVO  WAY  INC.),  a
                    corporation  incorporated under the laws of Canada, with its
                    principal  place of business  located at 2191 Hampton  Ave.,
                    Montreal, Quebec, H4A 2K5

                    (hereinafter referred to as "Licensee");

ARTICLE 1 - PREAMBLE:

1.1      WHEREAS  Licensor and Licensee have executed a license  agreement dated
         November   7th,   2001   (hereinafter   referred  to  as  the  "License
         Agreement");

1.2      WHEREAS Licensor and Licensee wish to redefine the scope of the license
         and  certain  other  rights  granted  to  Licensee  under  the  License
         Agreement, without any additional fees, royalties or milestones payable
         by  Licensee  to  Licensor  other than those  already  provided  for in
         Article IV of the License Agreement;

1.3      WHEREAS  Licensor  and  Licensee  are  desirous of amending the License
         Agreement in the manner and upon the terms hereinbelow set forth;

NOW, THEREFORE, THIS AGREEMENT WITNESSETH:

ARTICLE 2  -  INTERPRETATION

2.1      Unless  the  context  otherwise  requires,  all  capitalised  words and
         phrases  appearing herein shall have the same meanings ascribed thereto
         in the License Agreement.

2.2      This Agreement is supplemental to the License Agreement.  All terms and
         conditions  contained in the License  Agreement which are not expressly
         modified  by the terms and  conditions  herein  contained  shall not be
         affected hereby and shall continue to be in full force and effect as if
         these presents had not been executed.



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ARTICLE 3  -  AMENDMENTS

3.1 The  Parties  hereto  agree that the License  Agreement  shall be amended as
follows:

         3.1.1    Subsection  1.1(f)  shall  be  removed  in  its  entirety  and
                  replaced with the following:

                  This subsection is intentionally left blank.

         3.1.2    Subsection 1.1(g) shall be replaced with the following:

                  "Licensed Patent(s)" shall mean

                  (1)      any and all patent  application(s)  listed in Exhibit
                           A;

                  (2)      any and all other patent applications relating to the
                           Licensed Technology;

                  (3)      any and all  patents  that  may be  issued  from  the
                           patent  application(s)  referred  to in items (1) and
                           (2);

                  (4)      any and all applications for United States or foreign
                           counterpart    patents    based    on   the    patent
                           application(s)  listed in  Exhibit A and any  patents
                           that may be issued from said United States or foreign
                           counterpart applications; and

                  (5)      any  continuations,  divisions,  patents of addition,
                           applications for reissue, reissues,  re-examinations,
                           or extensions of any of the foregoing,  provided that
                           Licensor is the owner thereof.

         3.1.3    Subsection 1.1(h) shall be replaced with the following:

                  "LicensedProduct"    shall   mean   any    nutraceutical    or
                  pharmaceutical formulation and finished product relating to or
                  based on the Licensed Patent(s).

         3.1.4    Subsection 1.1(i) shall be replaced with the following:

                  "Licensed  Technology"  shall mean Licensor's  proprietary gel
                  matrix delivery  system  technology and method of preparation,
                  any  improvements,  additions or  modifications  thereto,  any
                  reformulations and any new applications or uses therefore.

         3.1.5    The  following  sentence  shall be added at the end of Section
                  2.6:

                  Notwithstanding  anything to the  contrary  set forth  herein,
                  this Section 2.6 does not apply to any new technology invented
                  by Licensor at the request of Licensee or as a consequence  of
                  any collaboration or other relationship with Licensee.


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ARTICLE 4  -  MISCELLANEOUS PROVISIONS

4.1      The present  Agreement  shall be binding  upon and enure to the benefit
         and  advantage  of the  Parties  hereto  and  their  respective  heirs,
         legatees, executors and assigns.

4.2      This Agreement  shall be governed by and interpreted in accordance with
         the laws of the Province of Quebec.

4.3      Each of the Parties hereto hereby confirms that he has been given every
         opportunity  to seek  independent  legal  counsel and declares to fully
         understand  the nature and effect of this  Agreement  and  acknowledges
         that he is executing this Agreement  freely and  voluntarily and as his
         own act and deed.

4.4      The Parties  hereto  state their  express  wish that this  Agreement be
         drawn up in the  English  language;  les parties  expriment  leur desir
         explicite a l'effet que cette entente soit redigee en anglais.

IN WITNESS WHEREOF,  the Parties hereto have signed at the place and on the date
first hereinabove mentioned.


       9103-3019 QUEBEC INC.                          VITALSTATE CANADA LTD.

       /s/ Miriam Farber                              /s/ James Klein
       -------------------------------                --------------------------
       Name:  Miriam Farber                           Name:  James Klein
       Title: President                               Title:  CFO






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