EXHIBIT 10.3

                          TECHNOLOGY PURCHASE AGREEMENT



THIS AGREEMENT is made as of August 8, 2003 ("Effective Date").


BETWEEN:          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  Avenue,
                  Montreal, Quebec, H4A 2K5

                  (hereinafter referred to as the "Purchaser");

AND:              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 the "Vendor");

AND:              MICHAEL FARBER,  an individual  having a place of residence at
                  147 Dufferin Road, Hampstead, Quebec H3X 2Y2

                  (hereinafter referred to as the "Inventor");

AND:              JONATHAN FARBER,  an individual having a place of residence at
                  8804 Ernest Savignac, Montreal, Quebec H2M 2M3

                  (hereinafter referred to as the "Co-inventor")

AND:              VITALSTATE, INC., a corporation incorporated under the laws of
                  New York,  with a place of  business  located at 2191  Hampton
                  Avenue, Montreal, Quebec, H4A 2K5

                  (hereinafter referred to as the "Intervenor");

         WHEREAS  the  Vendor  desires  to sell  and the  Purchaser  desires  to
purchase the Patent Rights and any other Intellectual Property Rights Vendor may
own in the Technology, all as defined below, subject to the terms and conditions
hereinafter set forth;



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         WHEREAS the Purchaser is a wholly owned subsidiary of the Intervenor;

         WHEREAS the parties wish to settle and waive  certain  claims and debts
as amongst them and the parties  acknowledge  that such  settlements and waivers
were material inducements for entering into this agreement;

         WHEREAS  the  Inventor  and  Co-inventor   agree  to  assist  with  the
maintenance,  defense and  prosecution of the  Purchaser's  rights in the Patent
Rights and in the  Technology  and covenant not to sue the  Purchaser in respect
thereof;

         WHEREAS the Inventor  further  agrees to grant the Purchaser a right of
refusal  in  respect  of  future  inventions  in the  Field  of the  Purchaser's
activities;

         NOW THEREFORE,  in  consideration of the premises and the covenants and
agreements herein contained, the parties hereto agree as follows:

                           Article 1 - INTERPRETATION

1.1      Definitions

         In this Agreement, unless something in the subject matter or context is
inconsistent therewith:

"Agreement" means this agreement  including  Schedules A, B, C, D and E, and all
amendments made hereto by written agreement between the parties.

"Business" means the business of the creation, production, sale and marketing of
products  and  processes   related  to  sports   nutrition,   animal  nutrition;
pharmaceutical  and/or over the counter ("OTC") delivery  technology,  including
actijube(TM) technology and extensions thereof as these apply in the healthfood,
functional food and nutraceutical industries.  Notwithstanding the generality of
the foregoing, the Business does not include the creation,  production, sale and
marketing of prohormones.

"Business Day" means a calendar day excluding  Saturdays,  Sundays and statutory
holidays in the Province of Quebec or the State of New York.

"Claims"  means all  disputes  or claims  related to or arising  from the Patent
Rights and the  Technology,  including,  without  limiting the generality of the
foregoing,  all disputes or claims,  if any, as regards to the matters described
in or relating to: i) the license agreement between the Purchaser and the Vendor
dated  November 7, 2001 (the "License  Agreement");  ii) the amending  agreement
between the  Purchaser and the Vendor dated  September  25, 2002 (the  "Amending
Agreement");  iii) the notice of  termination,  sent to the Purchaser on May 25,
2003 (the "Notice of  Termination");  iv) the call for  arbitration  sent by the
Vendor to the Purchaser, dated July 3, 2003 (the "Call for Arbitration");  or v)
the  consulting  agreement  between the Vendor and the  Purchaser  (to which the
Inventor  was  an  intervening  party)  dated  June  1,  2002  (the  "Consulting
Agreement"), copies of which documents are set forth in Schedule A hereto.


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"Closing" has the meaning set out in Section 3.3.

"Confidential Information" has the meaning set out in Section 6.1.

"Debts" means all amounts owed by Vendor to Purchaser as at Closing,  including,
without limiting the generality of the foregoing, $28,084.26 CDN claimed as owed
by the Vendor to the Purchaser in respect of loans,  office  equipment and other
matters,  and $46,500 CDN claimed as owed by Vendor to the  Purchaser in respect
of the unpaid balance for the purchase of 300 shares in the capital stock of the
Purchaser, details of which Debts are attached as Schedule B hereto.

"Excluded Patent Application" means the draft patent application in respect of a
novel protein delivery system referred to as MBM file No. 1047-107 DR.

 "Field" means the field of low temperature, confectionary type system utilizing
a solvent,  including,  but not limited to, polyhydric alcohols,  as the carrier
medium for  nutraceutical  or  pharmaceutical  delivery,  in order to  uniformly
disperse  and/or  protect  the  activity of  bioactives  in  nutraceuticals  and
pharmaceuticals. The Field also includes the field of the invention described in
the Excluded  Patent  Application  as at the  Closing,  as  demonstrable  by the
Inventor's business records.

"Intellectual Property Rights" means all patents, trademarks,  copyrights, trade
secrets, know-how, domain names, industrial designs as well as all registrations
and applications  therefor,  whether issued or pending,  and all rights to apply
for the same, anywhere in the world, and all other intellectual property rights.

"Inventions" means the inventions  described in the Patent  Applications and the
Other Patent Applications.

"Litigation"  means any  current or future  claim by a third party to the effect
that the Patent Rights  violate  their  Intellectual  Property  Rights or by the
Purchaser  to the effect that a third party is  violating:  (i)  confidentiality
obligations in respect of the Technology; (ii) the Purchaser's Patent Rights; or
(iii) the Purcharser's Intellectual Property Rights in the Technology,  Products
or  Process.  Without  limiting  the  generality  of the  foregoing,  Litigation
includes:  (i) the current litigation between the Purchaser and Dreampac, LLC in
the United States District court,  District of Wisconsin  captioned,  "Dreampak,
LLC  v.  Vitalstate,  Inc.  and  Vitalstate,  Ltd.,  Case  No.  03-C-0303"  (the
"Wisconsin  Action");  and (ii) the current litigation between the Purchaser and
Dreampak,  LLC in the  United  States  District  Court,  District  of New Jersey
captioned,  "Vitalstate Canada, Ltd. and Confab Laboratories, Inc. v. Dreamapak,
LLC, Ally Gamay,  Terrance  Schneider,  Justin Gauvin,  Temco  Packaging,  Inc.,
Charles "Chuck"  Goldberg d/b/a Temco  Packaging,  John Doe and XYZ Corporation,
Case No. 03-CV-01760" (the "New Jersey Action").

"Other  Patent   Applications"   means  the  patent   applications  and  related
Technology,  developed by the Inventor in the context of services rendered under
the Consulting  Agreement,  referred to as follows:  (i) MBM File No. 831-116PR,
U.S. Provisional  Application:  "Chitosan-Based

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Microsphere  Delivery System for Bioactives",  Serial No.  60/430,697,  Priority
date/Filed:  December 4, 2002; and (ii) MBM File No. 831-117PR, U.S. Provisional
Application:  "Extraction  Resistant  Delivery  System for Opioids",  Serial No.
60/432.239, Priority date/Filed: December 11, 2002.

"Parties" means the Purchaser, the Vendor, the Inventor, the Co-inventor and the
Intervenor.

"Patent  Applications"  means  the  US  and  International  patent  applications
referred to in Schedule C hereto.

"Patent Rights" means all patented and patentable rights,  title and interest in
the Technology including,  without limitation,  all of the corresponding rights,
title and  interest in and to any patent or patent  application  in Canada,  the
United States or any  corresponding  patent or patent  application  in a foreign
jurisdiction  which may issue therefrom  (including the Patent  Applications and
the  Other  Patent  Applications),  and  any  improvements,   modifications  and
additions thereto and to any,  divisional,  continuation,  continuation-in-part,
reissue,   re-examination  and  substitute  patent   applications  and  renewals
claiming,  or  relating  to,  the  Technology  and any  patents  which may issue
therefrom,  as well any right of action to maintain,  defend or  prosecute  such
Patent Rights.

"Purchase Price" has the meaning set out in Section 3.1.

"Related  Entities"  means  agents,  assigns,  employees,  trustees,  receivers,
corporations,   parents,  subsidiaries,  related  companies,  related  entities,
licensees,  affiliates,   predecessors,   successors,   shareholders,  officers,
directors,    partners,    attorneys,    representatives,    heirs,   executors,
administrators and any other related persons or entities.

"Technology"   means  the  subject  matter  relating  to  any  low  temperature,
confectionary  type system utilizing a solvent,  including,  but not limited to,
polyhydric  alcohols,  as the carrier medium for nutraceutical or pharmaceutical
delivery,  in order  to  uniformly  disperse  and/or  protect  the  activity  of
bioactives in nutraceuticals and  pharmaceuticals,  including the Inventions and
any  of  the  Vendor's  know-how,   data,  chemical  structures,   manufacturing
processes,  formulae,  recipes,  compositions,  rights to  materials,  including
biological materials,  discoveries,  trade secrets,  proprietary information and
improvements related thereto.

"Territory" has the meaning set forth in Section 6.4 hereof.

1.2      Headings

         The  division of this  Agreement  into  Articles  and  Sections and the
insertion of headings are for  convenience of reference only and will not affect
the  construction  or  interpretation  of this  Agreement.  The terms  "hereof",
"hereunder"  and  similar  expressions  refer to this  Agreement  and not to any
particular  Article,  Section or other portion  hereof and include any agreement
supplemental  hereto.  Unless  something  in the  subject  matter or  context is
inconsistent  therewith,  references  herein to  Articles  and  Sections  are to
Articles and Sections of this Agreement.


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<PAGE>

1.3      Extended Meanings

         In this Agreement  words importing the singular number only include the
plural and vice versa,  words importing any gender include all genders and words
importing  persons  include  individuals,  partnerships,  associations,  trusts,
unincorporated organizations and corporations.

1.4      Currency

         Unless  otherwise  indicated,  all references to currency herein are to
lawful money of Canada.

1.5      Schedules

         The following  Schedules  attached hereto are incorporated by reference
and deemed to be part hereof:

                  Schedule A          -     Claims

                  Schedule B          -     Debts

                  Schedule C          -     Patent Applications

                  Schedule D          -     Vendor Assignments

                  Schedule E          -     Inventor and Co-inventor Assignments

                  Schedule F          -     Warrants


                                Article 2 - TERMS

2.1      Purchase and Sale of Patent Rights and Technology

         Upon and subject to the terms and conditions  hereof, the Vendor hereby
sells to the Purchaser and the Purchaser  hereby  purchases  from the Vendor the
Patent Rights and any other  Intellectual  Property Rights Vendor may own in the
Technology.

2.2      Assignment of Patent Rights

         Effective  upon Closing,  Vendor  hereby  assigns,  sells,  conveys and
transfers to Purchaser its entire worldwide  rights,  title and interests in and
to the Patent Rights,  as well as all its  Intellectual  Property  Rights in the
Technology.  In particular and not by way of limitation,  Vendor  assigns,  upon
Closing, its entire worldwide rights in and to the Patent Applications, pursuant
to the terms of the  assignment  agreements  set forth in Schedule D hereto.  In
addition, the Inventor hereby assigns, sells, conveys and transfers to Purchaser
his entire worldwide rights in and to the Other Patent Applications, pursuant to
the terms of the assignment agreements set forth in Schedule E hereto.



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2.3      Vendor's and Inventor's Release and Settlement of Claims

         Except to enforce the terms of this Agreement, Vendor and the Inventor,
on behalf of themselves and the Related  Entities who may claim through them, if
any, hereby release and forever  discharge the Purchaser and each of its Related
Entities  from  any and  all  claims  and  causes  of  action,  actions,  suits,
proceedings,    defenses,   contracts,    affirmative   defenses,   obligations,
liabilities, demands, damages, losses, costs, attorneys' fees or expenses of any
nature  which the Vendor  and/or the  Inventor  has had,  owned or held from the
beginning  of time to date of this  Agreement  arising  out of the  Claims.  The
parties acknowledge that this Agreement constitutes a "transaction contract" for
the purposes of Article 2631 of the Civil Code of Quebec.

2.4      Purchaser's Release and Settlement of Debts

         Except to enforce the terms of this Agreement, the Purchaser, on behalf
of itself and the Related  Entities  who may claim  through  it, if any,  hereby
releases and forever discharges the Vendor and each of its Related Entities from
any and all claims and causes of action, actions, suits, proceedings,  defenses,
contracts,  affirmative defenses,  obligations,  liabilities,  demands, damages,
losses, costs, attorneys' fees or expenses of any nature which the Purchaser has
had, owned or held from the beginning of time to date of this Agreement  arising
out of the Debts.

2.5      Vendor's covenant not to sue

         Except to enforce the terms of this Agreement, the Vendor covenants and
agrees not to bring any claims or causes of action, action, suits,  proceedings,
defenses,  affirmative defenses,  obligations,  liabilities,  demands,  damages,
losses,  costs,  attorneys' fees or expenses of any nature against the Purchaser
or its Related  Entities  regarding the Claims or the Purchaser's  rights in the
Patent  Rights,  the  Other  Patent  Applications  and  Technology  and  further
covenants and agrees that this  Agreement is a bar to any such claims and causes
of  action,  actions,  suits,  proceedings,   defenses,   affirmative  defenses,
obligations,  liabilities,  demands,  damages, losses, costs, attorneys' fees or
expenses of any nature against the Purchaser or its Related Entities.

2.6      Purchaser's covenant not to sue

         Except to enforce the terms of this Agreement,  the Purchaser covenants
and  agrees  not to bring  any  claims  or  causes  of  action,  action,  suits,
proceedings, defenses, affirmative defenses, obligations,  liabilities, demands,
damages,  losses,  costs,  attorneys' fees or expenses of any nature against the
Vendor or its Related  Entities  regarding  the Debts and further  covenants and
agrees  that this  Agreement  is a bar to any such  claims and causes of action,
actions,  suits,  proceedings,   defenses,  affirmative  defenses,  obligations,
liabilities, demands, damages, losses, costs, attorneys' fees or expenses of any
nature against the Vendor or its Related Entities.



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2.7      Inventor's and Co-inventor's covenant not to sue

         The Inventor and Co-inventor covenant and agree not to bring any claims
or causes of action, action, suits, proceedings, defenses, affirmative defenses,
obligations,  liabilities,  demands,  damages, losses, costs, attorneys' fees or
expenses of any nature against the Purchaser or its Related  Entities  regarding
the Claims or the  Purchaser's  rights to the Patent  Rights,  the Other  Patent
Applications  and Technology and further  covenant and agree that this Agreement
is a bar to any such claims and causes of action, actions,  suits,  proceedings,
defenses, affirmative defenses, contracts,  obligations,  liabilities,  demands,
damages,  losses,  costs,  attorneys' fees or expenses of any nature against the
Purchaser or its Related Entities.

2.8      Maintenance, Defense and Prosecution

         The  Vendor,  the  Inventor  and/or the  Co-inventor  shall  assist and
cooperate with the Purchaser in the maintenance,  defense and prosecution of the
Patent Rights and the Purchaser's Intellectual Property Rights in the Technology
and  the  Other  Patent  Applications.  In  particular,   without  limiting  the
generality of the  foregoing,  the Vendor  and/or the Inventor  shall assist the
Purchaser, at Purchaser's expense, in maintaining, defending or prosecuting such
rights in the event of  Litigation.  Moreover,  the Vendor  and/or the  Inventor
shall execute all such  applications,  forms and other documents needed to carry
out the  purposes of this  Agreement  and, in  particular,  needed to  maintain,
defend or prosecute the Purchaser's rights,  including its Patent Rights and its
Intellectual   Property   Rights  in  the   Technology   and  the  Other  Patent
Applications.

2.9      Right of First Offer and Refusal

         At any time  during the term of this  Agreement,  should  the  Inventor
invent new technology in the Field,  Inventor shall immediately notify Purchaser
in writing.  The Inventor  shall provide a full  disclosure of such  technology,
subject to the terms of an appropriate non-disclosure agreement. Purchaser shall
have a ninety (90) day time-limited option, from receipt of notice, to negotiate
in good faith and in accordance with industry standards and customs,  license or
assignment  rights to the new  technology.  If an  agreement  cannot be  reached
within the ninety (90) day  period,  the  negotiation  period may be extended by
mutual  agreement for an additional  thirty (30) days. If Inventor and Purchaser
fail to reach an  agreement  within  the one  hundred  and  twenty  (120)  days,
Inventor shall be free to negotiate  rights in the new technology with any third
party,   subject  to  Inventor's   compliance  with  the   non-competition   and
non-solicitation  provisions  set  forth in  Article  6. In the  event  that the
Inventor  does not accept the  Purchaser's  offer in the course of  negotiations
regarding any such technology, if any, and in the event that the Inventor offers
to sell or license the technology to a third party,  the Purchaser  shall have a
right of first refusal  (exercisable  within five business days of notice of the
accepted  offer) to acquire or license the said  technology from the Inventor on
terms no less favourable than those accepted by the said third party.



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                           ARTICLE 3 - CONSIDERATION

3.1      Purchase Price

         In  consideration  for the  sale  and  assignment  of all  its  rights,
including  its  Patent  Rights  and  its  Intellectual  Property  Rights  in the
Technology, Purchaser will pay the Vendor the amount of $180,000 US plus QST and
GST (the "Purchase  Price").  The Purchase Price will be payable as specified in
Section 3.3 below, by bank draft payable to the Vendor through McCarthy Tetrault
LLP in trust.

3.2      Issuance of Warrants

         In consideration for the Inventor's  undertakings and waivers set forth
in  Article 2  hereof,  Intervenor  will  issue the  Inventor  warrants  for the
purchase of 300,000  shares of the common stock of the  Intervenor,  pursuant to
the warrant agreement set forth as Schedule F hereto.

3.3      Payment of Purchase Price and Closing

         The  Parties  agree that  Purchaser  shall pay to Vendor  the  Purchase
Price: (i) upon delivery by the Vendor of four (4) originally executed copies of
this  Agreement  including  the  assignment  agreements  in the form attached as
Schedules D and E; and (ii) upon  delivery by the  Inventor of all  Confidential
Information  referred to in Section  6.3.  Such payment by the  Purchaser  shall
constitute closing of the technology purchase  transaction  contemplated in this
Agreement ("Closing").

3.4      Effects of Breach of Representative, Warranties and Conditions

         Purchaser's  payments  under  Section 3.3 above shall be subject to and
conditional upon all of Inventor's and Vendor's representations,  warranties and
conditions  contained in Section 4.1, being true and accurate as of the Closing,
as well as the  delivery of all  assignment  and sale  documents,  as  specified
above,  failing which the Purchaser may, at its sole option and without limiting
its other legal rights and remedies, either:

         (a)      rescind  this  Agreement  upon  notice to the  Vendor  and the
                  Inventor,  and  thereby be released  from all the  Purchaser's
                  obligations hereunder (except those in which it may then be in
                  default) while  retaining the right to enforce the obligations
                  of the Vendor and/or the Inventor; or

         (b)      waive  compliance with such by the Vendor and/or the Inventor,
                  on such further  terms as may be agreed  upon,  and proceed to
                  complete the within transactions.

            ARTICLE 4 - REPRESENTATIONS, WARRANTIES, AND CONDITIONS

4.1      Vendor's and Inventor's Representations, Warranties and Conditions



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         The  Vendor  and  Inventor  solidarily  represent  and  warrant  to the
Purchaser that:

         (a)      the  Inventor  has the legal  capacity and right to enter into
                  and execute this  Agreement and to grant the rights  described
                  herein;

         (b)      the Inventor has not entered into,  granted or become  subject
                  to, and will not enter into,  grant or become  subject to, any
                  agreement,   right  or  obligation   which  will  prevent  the
                  Purchaser from exercising the rights granted to it herein;

         (c)      the consummation of the transactions  herein  contemplated and
                  the  compliance  with the terms,  conditions and provisions of
                  this  Agreement  will not conflict with, or result in a breach
                  of, or constitute a default under any of the terms, conditions
                  or  provisions  of any  agreement or  instrument  to which the
                  Inventor is bound;

         (d)      the Inventor has not entered into,  granted or become  subject
                  to, and will not enter into,  grant or become  subject to, any
                  agreement,  right or  obligation,  which will prevent him from
                  performing his obligations herein.

         (e)      the Vendor is a corporation duly  incorporated  under the laws
                  of Quebec  with the  corporate  power to own its assets and to
                  carry on its business and has made all necessary filings under
                  all applicable corporate,  securities and taxation laws or any
                  other laws to which the Vendor is subject;

         (f)      subject to  approval  of Vendor's  board of  directors,  which
                  shall be deemed  conclusive  upon Vendor's  tender of the duly
                  executed  Patent Rights  assignments to Purchaser,  the Vendor
                  has good and  sufficient  power,  authority and right to enter
                  into and deliver this  Agreement and to transfer the legal and
                  beneficial  title and  ownership of the Patent  Rights and its
                  Intellectual   Property   Rights  in  the  Technology  to  the
                  Purchaser free and clear of all liens,  charges,  encumbrances
                  and any other rights of others;

         (g)      this  Agreement   constitutes  a  valid  and  legally  binding
                  obligation  of the Vendor,  enforceable  against the Vendor in
                  accordance  with its terms subject to  applicable  bankruptcy,
                  insolvency,   reorganization   and  other   laws  of   general
                  application  limiting the  enforcement  of  creditors'  rights
                  generally;

         (h)      there is no  contract,  option or any other  right of  another
                  binding  upon or which at any time in the  future  may  become
                  binding upon the Vendor to license,  sell,  transfer,  assign,
                  pledge,  charge,  mortgage  or in any other way  dispose of or
                  encumber  the  Patent  Rights  and its  Intellectual  Property
                  Rights in the Technology other than pursuant to the provisions
                  of this Agreement;

         (i)      the Vendor is the sole owner of the right, title, and interest
                  in the Patent Rights and the Technology;



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         (j)      with the  exception  of the rights  granted  to the  Purchaser
                  under   the   License    Agreement   (which   agreement   will
                  automatically  terminate  by mutual  agreement  of the parties
                  thereto upon  Closing),  the Vendor has the sole and exclusive
                  right to use the Patent Rights and  Technology  and the Vendor
                  has not granted any right or license to use the Patent  Rights
                  and Technology to any other person;

         (k)      there are no  actions,  suits or  proceedings  (whether or not
                  purportedly  on behalf of the  Vendor)  pending or  threatened
                  against  or  adversely  affecting,  or which  could  adversely
                  affect  the  Patent  Rights  or  before  or  by  any  federal,
                  provincial, municipal or other governmental court, department,
                  commission, board, bureau, agency or instrumentality, domestic
                  or foreign,  whether or not insured,  and which might  involve
                  the possibility of any lien, charge,  encumbrance or any other
                  right of another against the Patent Rights;

         (l)      neither the Inventor,  the Vendor, nor their Related Entities,
                  have  any  other  pending  patents  and  patent   applications
                  relating to the Inventions; and

         (m)      the invention described in the Excluded Patent Application was
                  not  invented  during  the  term of the  Consulting  Agreement
                  (which  terminated by mutual agreement of the parties on April
                  15, 2003), as demonstrable by the Inventor's business records.

         Notwithstanding the generality of the foregoing,  nothing herein should
be  construed  as a  representation  or  warranty  to the effect that the Patent
Applications or the Other Patent Applications will result in issued patents.

4.2      Survival of Vendor's and  Inventor's  Representations,  Warranties  and
         Conditions

         The  representations  and warranties of the Vendor and the Inventor set
forth  in  Section  4.1  will  survive  the  Closing  herein  provided  for and,
notwithstanding  such  Closing,  will  continue in full force and effect for the
benefit of the Purchaser  until the expiry of the last patent,  if any,  derived
from the Patent Applications or the Other Patent Applicatons.

4.3      Purchaser's Representations and Warranties and Conditions

         The Purchaser represents and warrants to the Vendor that:

         (a)      the Purchaser is a corporation  duly  incorporated,  organized
                  and subsisting under the laws of Canada;

         (b)      the Purchaser  has good and  sufficient  power,  authority and
                  right to enter into and deliver this Agreement and to complete
                  the transactions to be completed by it contemplated hereunder;



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<PAGE>

         (c)      this  Agreement   constitutes  a  valid  and  legally  binding
                  obligation  of  the  Purchaser,   enforceable  against  it  in
                  accordance  with its terms subject to  applicable  bankruptcy,
                  insolvency,   reorganization   and  other   laws  of   general
                  application  limiting the  enforcement  of  creditors'  rights
                  generally  and to the fact  that  specific  performance  is an
                  equitable  remedy  available  only  in the  discretion  of the
                  court; and

         (d)      it has not  entered  into,  granted or become  subject to, any
                  agreement,  right or  obligation,  which will  prevent it from
                  performing its obligations herein.

4.4      Survival of Purchaser's Representations, Warranties and Conditions

         The  representations  and  warranties  of the  Purchaser  set  forth in
Section will survive the Closing herein provided for and,  notwithstanding  such
Closing,  will  continue  in full force and effect for the benefit of the Vendor
for a period of two (2) years from the date of Closing.

                            ARTICLE 5 - INDEMNITIES

5.1      Vendor and Inventor's Indemnification

         The Vendor and the Inventor hereby  solidarily  indemnify the Purchaser
against, and agree to hold the Purchaser and its Related Entities harmless from,
all losses,  liabilities and expenses  (including but not limited to, reasonable
fees and expenses of counsel) incurred directly or indirectly because:

         (a)      any matter which is the subject of a representation,  warranty
                  or condition  of the Vendor or the Inventor in this  Agreement
                  is not as represented or warranted; or

         (b)      the Vendor or the Inventor fails to fulfill in any respect its
                  obligations   under  this  Agreement  or  under  any  document
                  delivered in accordance  with this Agreement which is required
                  after the Closing.

5.2      Purchaser Indemnification

         The Purchaser hereby  indemnifies the Vendor and the Inventor  against,
and  agrees to hold the  Vendor  harmless  from,  all  losses,  liabilities  and
expenses (including but not limited to, reasonable fees and expenses of counsel)
incurred directly or indirectly because:

         (a)      any matter which is the subject of a representation,  warranty
                  or  condition  of the  Purchaser  in this  Agreement is not as
                  represented or warranted; or

         (b)      the Purchaser  fails to fulfill in any respect its obligations
                  under  this  Agreement  or under  any  document  delivered  in
                  accordance  with this  Agreement  which is required  after the
                  Closing.

                                       11
<PAGE>



        ARTICLE 6 - NON-DISCLOSURE, NON-COMPETITION AND NON-SOLICITATION

6.1      Definition of Confidential Information

          "Confidential  Information"  means  any  and all  information  that is
confidential in nature or that is treated as being confidential by the Purchaser
and that is or has already been  disclosed  by or on behalf of the  Purchaser to
the Vendor or the  Inventor,  whether such  information  is or has been conveyed
verbally or in written or electronic or other  tangible  form,  and whether such
information is acquired  directly or indirectly,  including,  but not limited to
all technology, data, know-how, trade secrets, specifications,  concepts, ideas,
techniques,  prototypes, models, all technical,  financial, research or business
information,  and all  internal  reports,  materials,  biological,  chemical  or
otherwise, other documents containing or regarding any of the foregoing.

         Confidential Information does not include any information which:

         (a)      is publicly available at the time of disclosure, or

         (b)      is subsequently becomes publicly available through no fault of
                  the party receiving the information, or

         (c)      becomes  publicly  available in the course of obtaining patent
                  protection, or

         (d)      is rightfully  acquired by the party receiving the information
                  from a third  party who is not in breach  of an  agreement  to
                  keep such information confidential, or

         (e)      is  disclosed  in  compliance  with a  government  or judicial
                  order.

         The  Vendor  and  the  Inventor   acknowledge   that  the  Confidential
Information is extremely valuable to the Purchaser.

6.2      Non-Disclosure of Confidential Information

         Unless otherwise required by law or expressly  authorized in writing by
the  Purchaser,  the Vendor and the  Inventor  shall not,  at any time during or
after the Closing, directly or indirectly, in any capacity whatsoever, except in
connection with the strict performance of obligations to be performed hereunder,
divulge, disclose or communicate to any person, moral or physical,  entity, firm
or any other third party, or utilize  directly or indirectly for the Vendor's or
the  Inventor's  personal  benefit or for the benefit of any  competitor  of the
Purchaser, any Confidential Information.

6.3      Delivery Upon Closing

         Confidential  Information  and all embodiments  thereof  (including any
information  on  computer  disk and any  reproductions)  shall  remain  the sole
property of the Purchaser, and



                                       12
<PAGE>

immediately  upon Closing,  the Inventor  and/or the Vendor shall deliver to the
Purchaser all correspondence,  drawings,  manuals,  letters,  notes,  notebooks,
reports, programs, plans, proposals, financial documents, or any other documents
concerning the  Purchaser's  customers,  dealer network,  marketing  strategies,
products and/or processes which contain Confidential Information.

6.4      Covenant not to Compete

         During the period of twelve (12) months after the Closing,  neither the
Vendor,  nor the  Inventor  shall,  on their own behalf or on behalf of another,
either alone or in  combination  with  others,  directly or  indirectly,  in any
capacity whatsoever (including,  without limitation,  as an employee,  employer,
principal,  agent, joint venture,  partner,  shareholder or other  equityholder,
independent contractor, licensor, licensee, franchisor, franchisee, distributor,
consultant, supplier or trustee):

         (a)      engage anywhere in Canada, in the United States of America, in
                  Europe,  in Australia or in Asia (hereinafter the "Territory")
                  in  any  aspect  of  the  Business  for  purposes   which  are
                  competitive with the Business as conducted by the Purchaser;

         (b)      have any ownership,  profit sharing or equity  interest in any
                  business,  firm,  corporation,  joint venture,  partnership or
                  other  entity  engaged  in any aspect of the  Business  in the
                  Territory  (other  than  5%  or  less  of  a  publicly  traded
                  company); or

         (c)      consult  with or assist any person,  moral or physical  (other
                  than the  Purchaser or its Related  Entities)  who or which is
                  engaged in any aspect of the  Business  in the  Territory  for
                  purposes which are competitive  with the Business as conducted
                  by the Purchaser.

         Notwithstanding  the  generality  of the  foregoing,  nothing  in  this
Section shall prevent the Inventor from  conducting  research and development in
the Field and in the scope of the  Business,  so long as the  Inventor  does not
disclose  or  attempt  to  commercialize   the  results  of  such  research  and
development  during  the  term  of this  non-compete  obligation.  In  addition,
notwithstanding the generality of the foregoing, this Section shall not apply to
the  Inventor's  novel  protein  delivery  system  as  described  in the  patent
application  referred to as MBM File No:  1047-107 DR to be filed within  thirty
(30) days of Closing (the "Excluded Patent Application").

6.5      Covenant of Non-Solicitation

         During the period of twelve (12) months after the Closing,  neither the
Vendor nor the  Inventor  shall,  on their own  behalf or on behalf of  another,
either alone or in  combination  with  others,  directly or  indirectly,  in any
capacity whatsoever (including,  without limitation,  as an employee,  employer,
principal, agent, joint venturer,  partner,  shareholder, or other equityholder,
independent contractor, licensor, licensee, franchisor, franchisee, distributor,
consultant, supplier or trustee):



                                       13
<PAGE>

         (a)      solicit or assist any third party to solicit any  employees of
                  the  Purchaser  or its Related  Entities to become an officer,
                  director,  employee or agent of the  Vendor,  Inventor or such
                  third party,  or otherwise  entice away from the employment of
                  the Corporation any employee of the Purchaser; or

         (b)      canvass or solicit (or procure or assist the canvassing or the
                  soliciting  of) any  customer of the  Purchaser or its Related
                  Entities for purposes that are  competitive  with the Business
                  as conducted by the Purchaser; or

         (c)      accept (or procure or assist the  acceptance  of) any business
                  from any customer of the Purchaser or its Related Entities for
                  purposes that are  competitive  with the Business as conducted
                  by the Purchaser or its Related Entities.

                              ARTICLE 7 - GENERAL

7.1      Entire Agreement

         This Agreement  constitutes the entire  agreement among and between the
parties with respect to the subject  matter hereof and  supersedes  and replaces
all prior and contemporaneous communications, whether written or oral, including
the License Agreement, the Amending Agreement and the Consulting Agreement.

7.2      Further Assurances

         Each of the Parties  hereto will from time to time  execute and deliver
all such further  documents and instruments  and do all acts and things,  either
before or after the  Closing,  reasonably  require to  effectively  carry out or
better  evidence or perfect the full intent and meaning of this  Agreement.  The
Parties hereby undertake to file with all appropriate  authorities within thirty
(30) days of the Closing,  all documents  necessary to register the  transaction
described herein.

7.3      Time of the Essence

         Time is of the essence of this Agreement.

7.4      Fees

         Each  of the  Parties  hereto  will  pay  their  respective  legal  and
accounting  costs and  expenses  incurred in  connection  with the  preparation,
execution  and delivery of this  Agreement  and all  documents  and  instruments
executed  pursuant  hereto  and any other  costs  and  expenses  whatsoever  and
howsoever  incurred.  In the  event  of a  default  of  any  provision  of  this
Agreement,  the non-defaulting party shall be entitled to recover all attorney's
fees and costs



                                       14
<PAGE>

incurred in  enforcing  its rights  hereunder,  including,  without  limitation,
expert witness and travel fees.

7.5      Amendments and Waivers

         No  amendment  to this  Agreement  will be valid or binding  unless set
forth in writing and duly executed by both of the Parties  hereto.  No waiver of
any breach of any  provision  of this  Agreement  will be  effective  or binding
unless made in writing and signed by the party  purporting to give the same and,
unless otherwise provided, will be limited to the specific breach waived.

7.6      Notices

         Any demand,  notice or other  communication  to be given in  connection
with  this  Agreement  will be given in  writing  and will be given by  personal
delivery,  by registered mail or by electronic means of communication  addressed
to the recipient as follows:

          To the Purchaser:

          Vitalstate Canada Ltd.
          2191 Hampton Avenue
          Montreal, Quebec
          H4A 2K5

          To the Vendor:

          9103-3019 Quebec Inc.
          147 Dufferin Road
          Hampstead, Quebec
          H3X 2Y2

          To the Inventor:

          Michael Farber
          147 Dufferin Road
          Hampstead, Quebec
          H3X 2Y2

          To the Co-inventor:

          Jonathan Farber
          8804 Ernest Savignac
          Montreal, Quebec
          H2M 2M3



                                       15
<PAGE>

          To the Intervenor:

          Vitalstate, Inc.
          2191 Hampton Avenue
          Montreal, Quebec
          H4A 2K5


or to such other address,  individual or electronic  communication number as may
be designated by notice given by either Party to the other.  Any demand,  notice
or other communication given by personal delivery will be conclusively deemed to
have  been  given  on the day of  actual  delivery  thereof  and,  if  given  by
registered  mail, on the fifth Business Day following the deposit thereof in the
mail  and,  if  given by  electronic  communication,  on the day of  transmittal
thereof if given during the normal  business  hours of the  recipient and on the
Business  Day during  which such normal  business  hours next occur if not given
during  such hours on any day. If the Party  giving any demand,  notice or other
communication  knows or ought  reasonably to know of any  difficulties  with the
postal system that might affect the delivery of mail, any such demand, notice or
other  communication may not be mailed but must be given by personal delivery or
by electronic communication.

7.7      Survival

         Articles 2, 3, 4, 5 and 6, as well as Section  7.7,  shall  survive and
not  merge  in the  Closing  or in the  completion  of  the  other  transactions
specified in this Agreement.

7.8      Arbitration

         Should any dispute arise between the Parties under this  Agreement that
cannot be  resolved  by  negotiation,  the Party  must  submit  such to  binding
arbitration to be conducted in Montreal,  Quebec in accordance with the rules of
arbitration  set forth in the Quebec  Code of Civil  Procedure  and in the Civil
Code of Quebec.  This  obligation  shall not apply should a Party seek immediate
injunctive or equitable relief.

7.9      Governing Law

         This Agreement shall be governed by the laws of the Province of Quebec,
Canada and  interpreted  and construed in accordance with the local and internal
laws,  without the  application  of  principles  of conflict of law. The Parties
attorn and agree to submit to the sole and exclusive  jurisdiction of a court of
competent jurisdiction within the Province of Quebec in relation to all disputes
arising out of or in connection with this Agreement.

7.10     Counterpart and Partial Execution

         This Agreement may be executed in  counterparts,  each of which when so
executed shall be deemed to be an original and all  counterparts  together shall
constitute one and the same instrument.  A signed counterpart provided by way of
facsimile  transmission  shall be as binding  upon the Parties as an  originally
signed counterpart.



                                       16
<PAGE>

7.11     Language

         The  Parties  have  required  that  this  Agreement  and all  documents
relating  thereto be  drawn-up  in  English.  Les  parties ont demande que cette
convention  ainsi que tous les documents qui s'y  rattachent  soient  rediges en
anglais.






                                       17
<PAGE>

IN WITNESS  WHEREOF the Parties hereto have caused this Agreement to be executed
by their own hand,  or by their  duly  authorized  and  empowered  officers  and
representatives as of the Effective Date.

VITALSTATE CANADA LTD.                              9103-3019 QUEBEC INC.


Per:     /s/ Heather Baker                          Per:     /s/ Miriam Farber
         -----------------                                   -----------------


Title:   President                                  Title:   President

Date:    August 8, 2003                             Date:    August 8, 2003
         --------------                                      --------------
MICHAEL FARBER                                      JONATHAN FARBER


/s/ Michael Farber                                  /s/ Jonathan Farber
------------------------                            -------------------------

Date:    August 8, 2003                             Date:    August 8, 2003
         --------------                                      --------------

VITALSTATE, INC.


Per:     /s/ Heather Baker
         ---------------------------

Title:   CEO

Date:    August 8, 2003



                                       18
<PAGE>

                                                                      SCHEDULE A

                              CONSULTING AGREEMENT

         This Consulting Agreement (the "Agreement") is made and entered into as
of the 1st day of June, 2002 by and among


                           Vitalstate Inc.
                           2191 Hampton Avenue
                           Montreal, Quebec H4A 2K5
                           Canada,

                           Vitalstate Canada Ltd.
                           2191 Hampton Avenue
                           Montreal, Quebec H4A 2K5
                           Canada,

                           (Vitalstate Inc. and Vitalstate Canada Ltd.
       and                 are hereinafter referred to both singly and
                           collectively as the "Corporation"*)

                           9103-3019 Quebec Inc.
                           147 Dufferin Avenue
                           Hampstead, Quebec H3X 2Y2

                           (the "Consultant")

         WHEREAS the  Corporation  is engaged in the  business of the  creation,
production, sale and marketing of nutraceuticals (hereinafter the "Business");

         WHEREAS the Corporation wishes to employ the Consultant as its director
of new product  development  and the  Consultant  agrees to be so  employed,  in
accordance with terms, covenants and conditions hereinafter set forth;

         NOW,  THEREFORE,  FOR THE REASONS SET FORTH ABOVE, AND IN CONSIDERATION
OF THE MUTUAL PREMISES AND AGREEMENTS  HEREINAFTER SET FORTH, THE PARTIES HERETO
ACKNOWLEDGE AND AGREE AS FOLLOWS:

1.       NATURE AND TERM OF SERVICES

1.1 The Corporation hereby employs, engages and hires the Consultant as director
of new product  development of Vitalstate  Inc. and Vitalstate  Canada Ltd., and
the  Consultant  hereby  accepts  and  agrees  to such  hiring,  engagement  and
employment.

1.2 Nature of Services. The Consultant agrees that he shall provide his services
to the  Corporation on a full-time  basis,  the whole according to the terms and
conditions  hereinafter set forth, as an Consultant to the Corporation,  and his
duties as such an  Consultant  shall  include,  but not be limited to, those set
forth from time to time by the Corporations'  respective boards of directors. In
addition,  the Consultant shall use his best efforts to promote the interests of
the Corporation (hereinafter the "Services").



                                       19
<PAGE>

1.3 Term.  The term of this  Agreement  (the "Term") shall commence June 1, 2002
and shall  continue for a 1 year term ending on May 31, 2003.  The Term shall be
automatically renewable at the option of the Consultant for an additional 1 year
period, however, subject to earlier termination as provided herein.

2. COMPENSATION

2.1 Salary.  In consideration  for the Services to be rendered  pursuant to this
Agreement, and in further consideration for the confidentiality, non-competition
and  non-solicitation  covenants  described in Article 3 hereof, the Corporation
shall pay the  Consultant an initial base annual salary of CDN$90,000  per annum
(hereinafter the "Salary") subject to the normal  deductions at source,  payable
in  bi-monthly  installments.  During the Term,  the annual base Salary shall be
reviewed periodically by the Corporation for possible increase.

2.2 Bonuses.  Consultant  will be eligible to receive an annual bonus payable in
cash and/or shares and/or options of Vitalstate  Inc., the amount of which shall
not exceed fifty percent (50%) of Consultant's Salary. Both the amount and terms
of payment,  if any, shall be determined at the sole and absolute  discretion of
the Board of Directors of Corporation, or a compensation committee thereof.

2.3 Other  Benefits.  Consultant  shall also be eligible to  participate  in any
benefit  programs  of the  Corporation,  including  but  not  limited  to  life,
disability  or health  insurance,  pension,  retirement  or other  benefit plans
adopted by the  Corporation for the general and overall benefit of all executive
and key employees of the Corporation.

2.4 Expense Reimbursement. The Corporation will reimburse the Consultant for all
documented and approved  expenses  incurred by the Consultant in the performance
of  his  duties  under  this  Agreement,  to be  paid  in  accordance  with  the
Corporation's practices in effect from time to time.

3. CONFIDENTIAL INFORMATION AND NON-COMPETITION

3.1 Definition of Confidential Information.  For the purposes of this Agreement,
the term "Confidential Information" shall mean, but shall not be limited to, any
technical or non-technical data,  formulae,  patterns,  compilations,  programs,
patents,  trade  secrets,  devices,  methods,  techniques,   drawings,  designs,
processes,  procedures,   improvements,   models,  experimental  work,  manuals,
financial data,  financial  information,  business  forecast  information,  cash
requirement  information,   organization  information,   valuation  information,
technical information,  scientific information,  research information,  lists of
actual  or  potential  customers  or  suppliers,  of  the  Corporation  and  any
information  regarding  any of the  Corporation's  marketing,  sales  or  dealer
network,  which is not generally known to the public through legitimate origins.
The Corporation and the Consultant  acknowledge and agree that such Confidential
Information is extremely valuable to the Corporation. In the event that any part
of the Confidential  Information  becomes  generally known to the public through
legitimate  origins (other than by breach of this Agreement by the  Consultant),
that part of the Confidential Information shall no longer be deemed Confidential
Information  for the  purposes  of this  Agreement,  but  the  Consultant  shall
continue to be bound by the terms of this Agreement as to all other Confidential
Information.



                                       20
<PAGE>

3.2 Non-Disclosure of Confidential Information. Unless otherwise required by law
or expressly authorized in writing by the Corporation, the Consultant shall not,
at any time during or after the Term,  directly or  indirectly,  in any capacity
whatsoever,  except in  connection  with  services  to be  performed  hereunder,
divulge, disclose or communicate to any person, moral or physical,  entity, firm
or any other third party, or utilize for the  Consultant's  personal  benefit or
for  the  benefit  of  any  competitor  of  the  Corporation,  any  Confidential
Information.

3.3 Delivery Upon  Termination.  Confidential  Information  and all  embodiments
thereof (including any information on computer disk and any reproductions) shall
remain the sole property of the  Corporation,  and  immediately  upon request to
this effect or  immediately  upon  termination of this Agreement for any reason,
the Consultant  shall promptly  deliver to the Corporation  all  correspondence,
drawings,   manuals,  letters,  notes,  notebooks,   reports,  programs,  plans,
proposals,   financial   documents,   or  any  other  documents  concerning  the
Corporation's customers,  dealer network, marketing strategies,  products and/or
processes which contain Confidential Information.

3.4  Covenant Not To Compete.  During the Term,  and for a period of twelve (12)
months after the termination of the Agreement,  the Consultant shall not, on his
own behalf or on behalf of another,  either alone or in combination with others,
directly  or  indirectly,   in  any  capacity  whatsoever  (including,   without
limitation, as an employee, employer,  principal, agent, joint venture, partner,
shareholder or other equityholder,  independent contractor,  licensor, licensee,
franchisor, franchisee, distributor, consultant, supplier or trustee):

                  (i)      engage  anywhere  in Canada and the United  States of
                           America  (hereinafter  the "Territory") in any aspect
                           of the Business for  purposes  which are  competitive
                           with the Business as conducted by the Corporation;

                  (ii)     have  any   ownership  or  equity   interest  in  any
                           business,    firm,   corporation,    joint   venture,
                           partnership  or other entity engaged in any aspect of
                           the Business in the Territory  (other than 5% or less
                           of a publicly traded company); or

                  (iii)    consult with or assist any person,  moral or physical
                           (other than the  Corporation) who or which is engaged
                           in any aspect of the  Business in the  Territory  for
                           purposes which are  competitive  with the Business as
                           conducted by the Corporation.

3.5 Covenant of  Non-Solicitation.  During the Term,  and for a period of twelve
(12) months after the termination of this Agreement,  the Consultant  shall not,
on his own behalf or on behalf of another,  either alone or in combination  with
others, directly or indirectly,  in any capacity whatsoever (including,  without
limitation, as an employee, employer, principal, agent, joint venturer, partner,
shareholder, or other equityholder,  independent contractor, licensor, licensee,
franchisor, franchisee, distributor, consultant, supplier or trustee):



                                       21
<PAGE>

                  (i)      solicit  or assist  any third  party to  solicit  any
                           employees  of the  Corporation  to become an officer,
                           director,  employee  or agent of the  Corporation  or
                           such third party,  or otherwise  entice away from the
                           employment  of the  Corporation  any  employee of the
                           Corporation; or

                  (ii)     (a)      canvass or solicit (or procure or assist the
                                    canvassing   or  the   soliciting   of)  any
                                    customer  of the  Corporation  for  purposes
                                    which are  competitive  with the Business as
                                    conducted by the Corporation; or

                           (b)      accept (or procure or assist the  acceptance
                                    of) any  business  from any  customer of the
                                    Corporation    for   purposes    which   are
                                    competitive  with the  Business as conducted
                                    by the Corporation.

3.6 Assignment of  Consultation  Inventions.  The Consultant  shall disclose and
assign  to the  Corporation  any  and all  materials  of a  proprietary  nature,
including,  but not limited to,  material  subject to protection as Confidential
Information,  trade secrets or as patentable or copyrightable  ideas,  which the
Consultant may conceive,  invent,  create or discover,  either solely or jointly
with another or others,  during the Term,  in  connection  with the rendering of
Services  hereunder and which relates to or is capable of use in connection with
the business of the Corporation or any services or products offered,  performed,
produced,  used,  sold or being  developed by the  Corporation  at the time said
material is developed.

3.7  Additional  Documentation.   The  Consultant  will,  upon  request  of  the
Corporation,  either  during  or at any  time  after  the  termination  of  this
Agreement, execute and deliver all papers, including applications for patents or
copyrights, and do such other acts (solely at the Corporation 's expense) as may
be necessary to obtain and to maintain  proprietary  rights in the  Confidential
Information  specified  in  Section  3.6 above and the  materials  specified  in
Section 3.6 above,  in any and all  countries  and to vest title  thereto in the
Corporation.

3.8 Other Remedies.  In the event that the Consultant  breaches any of the terms
contained in this  Section 3, the  Consultant  stipulates  that said breach will
result in  immediate  and  irreparable  harm to the business and goodwill of the
Corporation and that damages,  if any, and remedies at law for such breach would
be  inadequate.  In  addition  to any and all  such  remedies  available  to the
Corporation,  the  Corporation  shall  therefore  be  entitled  to apply for and
receive from any court of competent  jurisdiction  an injunction to restrain any
violation of this  Agreement  and for such further  relief as the court may deem
just and proper.

3.9  Continuing  Obligations.  The  obligations,  duties and  liabilities of the
Consultant pursuant to Section 3 of this Agreement are continuing,  absolute and
unconditional  and shall  remain in full  force and effect as  provided  therein
despite any termination of this Agreement for any reason whatsoever,  including,
but not limited to, the expiration of the Term.



                                       22
<PAGE>

4. TERMINATION

4.1 Termination for Cause; Death or Disability of Consultant.  In the event of a
material  breach by the Consultant  under this  Agreement,  or upon his death or
permanent  disability  such that the  Consultant  cannot  perform  the  Services
hereunder, this Agreement may be terminated by the Corporation without notice or
penalty.  Notwithstanding  the  foregoing,  any Salary earned by the  Consultant
prior to such  termination,  death or  disability  shall  remain  payable by the
Corporation  to the  Consultant or his estate.  For purposes of this  Agreement,
permanent disability means the Consultant has been unable, for three consecutive
months, to perform the Consultant's duties under this Agreement,  as a result of
physical or mental illness or injury.

4.2  Termination by Consultant.  This Agreement may be terminated at any time by
Consultant upon three (3) months prior written notice to Corporation.

4.3 Termination by Corporation  without Cause.  This Agreement may be terminated
at any time by  Corporation  without  cause,  for any  reason  whatsoever,  upon
payment  to  Consultant  of an amount  equivalent  to his base  salary,  payable
bi-monthly for a period of twelve (12) months.

5. MISCELLANEOUS

5.1  Assignment.  Except as provided in this Section 5.1, the Consultant and the
Corporation  acknowledge  and agree  that the  covenants,  terms and  provisions
contained in this  Agreement and the rights of the parties  hereunder  cannot be
transferred,  sold, assigned,  pledged, or hypothecated;  provided, however that
this  Agreement  shall be  binding  upon and shall  enure to the  benefit of the
Corporation and any successor to or assignee of all or substantially  all of the
business  and property of the  Corporation.  In addition,  the  Corporation  may
assign its  rights  hereunder  to a direct or  indirect  subsidiary,  affiliated
company, or division of the Corporation without the consent of the Consultant.

5.2 Capacity.  The Consultant  hereby  represents and warrants that, in entering
into this  Agreement,  he is not in  violation  of any  contract  or  agreement,
whether  written  or oral,  with any  other  person,  moral or  physical,  firm,
partnership,  corporation or any other entity to which he is a party or by which
he is bound  and will not  violate  or  interfere  with the  rights of any other
person, firm, partnership, corporation or other entity.

5.3 Entire Agreement.  This Agreement  contains the entire agreement between the
parties  and shall not be  modified  except in  writing by the  parties  hereto.
Furthermore,  the parties hereto  specifically  agree that all prior agreements,
whether written or oral, relating to the Services to the Corporation shall be of
no further force or effect from and after the date hereof.

5.4  Severability.  If any phrase,  clause or  provision  of this  Agreement  is
declared  invalid or unenforceable  by a court of competent  jurisdiction,  such
phrase,  clause or provision shall be deemed severable from this Agreement,  but
will not effect any other  provisions of this  Agreement,  which otherwise shall
remain in full  force and  effect.  If any  restriction  or  limitation  in this
Agreement  is deemed to be  unreasonable,  onerous and unduly  restrictive  by a
court of  competent  jurisdiction,  it shall not be stricken in its entirety and
held totally void and  unenforceable,  but shall remain effective to the maximum
extent permissible within reasonable bounds.



                                       23
<PAGE>

5.5 Waiver. The waiver by the Corporation or the Consultant of any breach of any
term or condition of this Agreement shall not be deemed to constitute the waiver
of any other breach of the same or any other term or condition hereof.

5.6  Governing  Law.  The  parties  hereto  agree that this  Agreement  shall be
construed  as to  both  validity  and  performance  and  shall  be  enforced  in
accordance with and governed by the laws of Quebec applicable therein.

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

                                    VITALSTATE INC.

                                    By: /s/ Heather Baker
                                        --------------------------------------
                                        Name: Heather Baker
                                        Title: President and Chief Executive
                                               Officer

                                    VITALSTATE CANADA LTD.

                                    By: /s/ Heather Baker
                                        ---------------------------------------
                                        Name: Heather Baker
                                        Title: President and Chief Executive
                                                Officer

                                    9103-3019 QUEBEC INC.


                                    By: /s/ Miriam Farber
                                        ---------------------------------------
                                        Name: Miriam Farber
                                        Title: President




                                       24
<PAGE>

                                  INTERVENTION

                           to the Consulting Agreement

                               dated June 1, 2002


AND TO  THESE  PRESENTS  intervenes  Michael  Farber,  acting  in  his  personal
capacity,  who hereby declares having taken  cognizance of all of the provisions
contained  in this  Agreement,  with which he  declares  himself to be  entirely
satisfied and familiar.

The  undersigned  hereby  agrees  to be bound in his  personal  capacity  by the
obligations set forth in Section 3 of this Agreement.


         DATED AT Montreal, this 1st day of June, 2002.



         /s/ Michael Farber
         ------------------------------
         Michael Farber







                                       25
<PAGE>

                    License Agreement dated November 7, 2001

                        (Filed herewith as Exhibit 10.1)




                                       26
<PAGE>



                   Amending Agreement dated September 25, 2002

                        (Filed herewith as Exhibit 10.2)






                                       27
<PAGE>



                            CAMPBELL, COHEN, LEVEILLE

                                      AVOCATS
                            BARRISTERS AND SOLICITORS
                               (SOCIETE NOMINALE)
215 REDFERN, SUITE 118                                       TEL: (514) 937 9445
WESTMOUNT,  QUEBEC, CANADA                                   FAX: (514) 937-2580
H3Z 3L5                                                      E-MAIL:
BCAMP84966@aol.com

                              NOTICE OF TERMINATION
                              ---------------------

BY BAILIFF
----------
                                                               WITHOUT PREJUDICE
                                                               -----------------
TO:  VITALSTATE CANADA LTD.
     2191 Hampton Ave.
     Montreal, Quebec
     H4A 2K4

     Attention: President
     --------------------

                        Re:  9103-3019 QUEBEC INC.
                             and NUVO WAY INC.
                             (NOW VITALSTATE CANADA LTD.)
                             License Agreement dated 7 November, 2001

                        ------------------------------------------------

Dear Sir/Madam:

We are the  general  attorneys  for  9103-3019  Quebec  Inc.  and we  have  been
instructed to advise you as follows:

1.       On the 7  November,  2001,  you did  execute  with our client a License
         Agreement for the use by your Company of the "License  Technology" more
         fully described in Section 1.1.(i) under the heading  "DELIVERY  SYSTEM
         FOR CREATINE"  developed by Michael Farber and Jonathan Farber with the
         intellectual property rights therefore resting with our client;

2.       Article 3.2.2 thereof reads as follows:

         "3.2.2.  Where  Licensee does not require  governmental  approval(s) to
         market  and /or sell  Licensed  Products(s)  in a  Territory,  Licensee
         agrees to bring to market and achieve  sales of Licensed  Product(s) of
         not less than two hundred thousand dollars CDN ($200,000.00  CDN) in at
         least one such Territory  within  eighteen (18) months of the execution
         of this Agreement."
         (emphasis added)

3.       You have omitted,  failed and neglected to discharge  your  obligations
         under the said Section 3.2.2;

4.       Consequently,  our client  herewith  invokes one of the  "Remedies" set
         forth in  Article  3.3,  being  Section  (A)  thereof,  which  reads as
         follows:

         "3.3     Remedies.  In the event that Licensee  does not  substantially
                  meet one or more of the performance criteria set forth in this
                  Article III, Licensor, at its discretion, shall have the right
                  to: (A) terminate all license  rights  granted  Licensee under
                  this License  Agreement,  whereupon  Licensor may. in its sole
                  discretion,  grant  licenses  to the  Licensed  Technology  to
                  licensees  other than  Licensee upon any terms and without any
                  obligation to compensate,  in any way,  Licensee in connection
                  therewith ..." (emphasis added)

5.       As this  Agreement was executed on the 7 November,  2001,  and eighteen
         (18) months shall have expired by the 7 May,  2003, and you have not as
         aforesaid  discharged your said  obligations  under Section 3.2.2,  our
         client is  within  its legal and  contractual  rights to  forward  this
         Notice to you  terminating  all License  Rights In the Agreement by the
         said latter date of the 7 May, 2003;


                                       28
<PAGE>



CAMPBELL, COHEN, LEVEILLE


WITHOUT PREJUDICE TO THE FOREGOING, AND UNDER STRICT RESERVE THEREOF, OUR CLIENT
WOULD BE PREPARED TO ENTER INTO A NEW  LICENSING  AGREEMENT  UNDER THE FOLLOWING
TERMS AND CONDITIONS  PROVIDED THAT YOUR WRITTEN CONSENT TO ALL OF THESE CHANGES
IS RECEIVED AT OUR OFFICES BY NO LATER THAN THE CLOSE OF BUSINESS ON THE 17 MAY,
2003:

1        There be a USD $75,000.00 Signing Bonus paid to our client;

2.       There be a USD  $75,000.00  Annual  Licensing Fee payable  quarterly in
         advance;

3.       There be a Royalty Charge of five percent (5%) of gross revenue payable
         within  thirty  (30) days of the end of each  quarter  upon the interim
         unaudited  financial  statements  prepared  by the  Company's  auditors
         within that delay;

4.       This Agreement would avail for a period of ten (10) years commencing 18
         May, 2003;

5.       All other  provisions  of the  original  Licensing  Agreement  herewith
         terminated  which are compatible with these changes shall be replicated
         in the new Agreement;

Consequently  as at the Close of Business on the 7 May, 2003, you are absolutely
forbidden  under penalty of law to exercise any rights  granted to you under the
said License  Agreement  and you are to return any and all  pertinent  documents
with  respect  thereto,  and to advise all persons  with whom you have  effected
business  under  the said  Agreement  of the  termination  and  removal  of your
Licensee's rights.

AND DO YOU GOVERN YOURSELF ACCORDING.

                                                Montreal, May 5, 2003

                                                CAMPBELL, COHEN, LEVEILLE

                                                Per: /s/ Brahm L. Campbell
                                                    ---------------------------
                                                    Brahm L. Campbell, Attorney



                                       29
<PAGE>



                              CALL FOR ARBITRATION
                       REQUESTED BY 9103-3019 QUEBEC INC.
                           PURSUANT TO SECTION 10.10,
                     LICENSE AGREEMENT OF 7 NOVEMBER, 2001

                            -------------------------

I.       BACKGROUND

         On the 7 November, 2001, 9103-3019 Quebec Inc., hereinafter referred to
         as the  "Licensor",  did  execute  with Nuvo Way Inc.  (now  Vitalstate
         Canada hereinafter  referred to as the "Licensee",  a License Agreement
         hereinafter  referred to as the "Agreement",  with respect to the usage
         by the Licensee under the terms and conditions  therein denoted of that
         certain  Intellectual  Property  owned by the  "Licensor" and summarily
         described as a "Delivery System for Creatine";  a copy of the Agreement
         has been appended to these presents as Schedule "A";

         On the 25 September, 2002, the said Agreement was amended and a copy of
         same has been appended to these presents as Schedule "B";

         On the 5 May, 2003, the Licensor,  through its  undersigned  attorneys,
         did serve upon the Licensee a Notice of Termination of the Agreement on
         the grounds  that the  Licensee  did not achieve  sales of the licensed
         Product to that certain sum and in that certain  period  denoted in the
         Agreement; a copy of this Notice has been appended to these presents as
         Schedule "C";


         On the 7 May,  2003,  counsel  to the  Licensee  responded  to the said
         Notice, rejected the allegations,  and denied that the "Licensor" had a
         right to  verify  the sales  records  of the  Licensee;  a copy of that
         Counsel's letter has been appended to these presents as Schedule "D";




                                       30
<PAGE>


         On the 12 May,  2003,  the said letter was  answered by the  Licensor's
         undersigned Counsel, noting that any sub-License Agreement the Licensee
         would grant required certain conditions to be inserted therein pursuant
         to  the  Agreement,  as  well  as a  percentage  remuneration  for  all
         sub-License  sales  and  concluding  to a  request  for a  copy  of all
         contracts  entered by the  Licensee  for the  Intellectual  Property in
         question,  together with all sales  records;  a copy of this Letter has
         been appended to these presents as Schedule "E";

         In early June 2003  Licensee's  Counsel  orally  offered to discharge a
         lump  sum  payment  to  the  Licensor  to  effectively   terminate  the
         Agreement.

         On the 9 June,  2003,  Licensor's  Counsel  responded to same by noting
         that the oral offer was wholly  insufficient  and that  unless the said
         documents  were  provided to the Licensor and a new  Agreement  entered
         under  the  specified  terms and  conditions  by the 12 June,  2003,  a
         request  for  inter  alia,  Arbitration  under  Section  10.10  of  the
         Agreement  would be effected;  a copy of that Letter has been  appended
         hereto as Schedule "F";

         On the 11 June, 2003, Licensee's Counsel responded,  denying Licensor's
         right to receive the requested  documents and annexing a Purchase Order
         to Licensee dated 9 January,  2003, with the  Purchaser's  name blanked
         out; a copy of that Letter has been appended hereto as Schedule "G";



                                       31
<PAGE>



II.      TERMS OF ARBITRATION

         In the light of the above  Background,  and given the terms of  Section
         10.10 of the Agreement, the Licensor respectfully submits the following
         questions to be determined by the Arbitrator(s):

         i)       Whether  or  not  Section  2.2 of the  Agreement  permits  the
                  Licensor to examine  all  sub-Licensing  and Sales  Agreements
                  entered  by the  Licensee  to  determine  whether  or not such
                  sub-agreements required the insertion of those certain clauses
                  contained in the said Section 2.2;

         ii)      Whether or not Section 4.1.4 of the Agreement  further enables
                  the  Licensor to examine all sales  records of the Licensee to
                  determine  if they come  within the ambit of the five  percent
                  (5%) sub-License fee due to the Licensor;

         iii)     If ii) is  answered  in the  affirmative,  whether  or not the
                  Licensor has the right to audit such figures;

                  Whether  or not the  Licensee  failed to  discharge  its sales
                  obligations in that time frame  stipulated in Section 3.2.2 of
                  the Agreement;

         v)       Whether or not any finding against the Licensee respecting any
                  one of the above  Complaints  warrants a conclusion  as to the
                  Termination  of the  Agreement  noted in Sections  3.3 and 8.2
                  thereof;

                  Whether  or  not  the   conduct  of  the   Licensee   warrants
                  resiliation of the Agreement;


                                       32
<PAGE>


III.     CONDITIONS OF ARBITRATION

         The Licensor  proposes either the Hon. Alan Gold,  former chief Justice
         of the  Superior  Court for the  Province  of  Quebec or the  Honorable
         Lawrence Poitras, former Associate Chief Justice of the same Court. The
         Licensor has not as yet contracted  either of these jurists  respecting
         this matter.

         The  Licensor  is  satisfied  that  each  nominee  could  act as a sole
         Arbitrator  and proposes  that his decision  would be binding upon both
         parties.

         The costs shall be fixed by the Arbitrator.

         The  Licensor  has  deposited  in  Trust  with its  Counsel  the sum of
         $10,000.00  and the Licensee is called upon to  immediately  effect the
         same deposit with its Counsel in Trust;

IV.      Delay to respond

         The Licensee is called upon to respond to these presents within a delay
         of ten (10) days in writing to the undersigned Counsel in the following
         fashion:

         i)       Agree to the  appointment of one of the suggested  nominees as
                  the sole binding Arbitrator;

         ii)      If not, to suggest the name of an alternative sole Arbitrator;

         iii)     IF not, to agree to an Arbitration Panel of Three persons, and
                  nominate  one  of  them,  with  the  two  nominees  themselves
                  appointing the Third Member of the Panel;



                                       33
<PAGE>



         iv)      Accept the foregoing Terms of Arbitration,  suggest amendments
                  thereto, or submit its own Terms of Arbitration;

         v)       Agree to convene the  Arbitration  Panel and to set its terms,
                  conditions and remuneration as quickly as possible.

THE WHOLE RESPECTFULLY SUBMITED.

                                        MONTREAL, July 3, 2003


                                        9103-3019 QUEBEC INC.

                                        Per: /s/ Miriam Farber
                                             --------------------
                                                Miriam Farber, duly authorized
                                                as she so declares





                                       34
<PAGE>



                                                                      Schedule B



March 22, 2002

To:   Nuvo Way Inc. ("Nuvo Way")
      2191 Hampton Avenue
      Montreal, Quebec
      H4A 2K5

To whom it may concern,

The  undersigned  hereby  authorizes  Nuvo  Way to  deduct  from  my  bi-monthly
consulting fees, in equal consecutive bi-monthly instalments,  one thousand five
hundred dollars  ($1,500) each for a period of 30 months.  The first  instalment
shall be deducted as of the first of the month  following the date of closing of
the proposed  reverse  acquisition by Nuvo Way of Harmony Trading Corp and shall
be remitted to Ross Harvey on my behalf on the first of every month.

Said amounts  represent  payment of the purchase price for the 300 shares in the
capital stock of Nuvo Way owned by Ross Harvey and sold to the undersigned.

Yours truly,


9103-3019 Quebec Inc.


/s/ Miriam Farber
---------------------------
per: Miriam Farber



                                       35
<PAGE>


<TABLE>
<CAPTION>
             Date     Memo                                      Amount     Details:

9103-3019

<S>                   <C>                                    <C>            <C>
             7/3/2001 Advance                                   2,200.00    Loan
             7/3/2001 Advance - to be repaid                    5,000.00    Loan
            7/23/2001 Advance to 9103-3019 Quebec Inc.          3,000.00    Loan
            8/24/2001 Advance                                   2,000.00    Loan
            9/26/2001 Consulting - J. Farber                    2,500.00    Cheque payable to 9103 for
           12/10/2001 Office Furniture                          2,543.20    Office Furniture
           12/10/2001 Dell                                      2,050.90    Computer

Net Labs
             5/2/2001 Fat Fighter                              19,294.10
            5/15/2001 Fat Fighter
                                                                7,500.00    Product never received
                                                                1,290.16    Product never received

                                                                8,790.16

                      Total:                                 $ 28,084.26
</TABLE>


                                       36
<PAGE>

                                   SCHEDULE C

                       PATENT APPLICATIONS TO BE ASSIGNED


MBM File No: 831-103PCT
PCT Patent Application No. PCT/CA02/01441
Filed: September 25, 2002
Claims priority to:

         Canadian Patent Application No. 2,358,045
         US Provisional Patent Application No. 60/348,584
         US Provisional Patent Application No. 60/396,548

A Carbohydrate-Based Delivery System for
Creatine and other Bioactive Ingredients
Published: April 3, 2003
Status: Pending


MBM File No: 831-103US
US Patent Application: (early) National Entry of
PCT Patent Application No. PCT/CA02/01441
FIled: September 25, 2002
National Entry Date: May 7, 2003
A Carbohydrate-Based Delivery System for
Creatine and Other Bioactive Ingredients
Status: Pending


MBM File No: 831-104PCT
PCT Patent Application No. PCT/CA03/00411
Filed: March 25, 2003
Claims priority to: US Provisional Application No. 60/372,438
Delivery Systems for Functional Ingredients
Status: Not Yet Published, Pending


MBM File No: 831-104US
US Patent Application: (early) National Entry of
PCT Patent Application No. PCT/CA03/00411
FIled: March 25, 2003
Delivery Systems for Functional Ingredients
Status: Pending



                                       37
<PAGE>




MBM File No: 831-114PCT
PCT Patent Application No. PCT/CA02/01442
FIled: September 25, 2002
Claims priority to:

         Canadian Patent Application No. 2,358,045
         US Provisional Patent Application No. 60/348,584
         US Provisional Patent Application No. 60/396,548

A Starch-Based Delivery System for Creatine
Status: Published April 3, 2003, Pending


MBM File No: 831-114US
United States Patent Application No.10/297,983
(early National Entry of PCT Patent Application No. PCT/CA02/01442)
FIled: September 25, 2002
A Starch-Based Delivery System for Creatine
Status: Pending


MBM File No.: 831-106PCT
New PCT Patent Application
Claims Priority to: US Provisional Patent Application N. 60/396,731
Filed: July 18, 2003
Transmucosal Delivery System
Status: Pending


MBM File No.: 831-107PR
US Provisional Patent Application No. 60/402,863
Filed: August 13, 2002
Multi-Phase Delivery System
Status: Pending; PCT to be Filed



                                       38
<PAGE>

                                                                      Schedule D


                             ASSIGNMENT OF INVENTION

WHEREAS,  9103-3019  Quebec Inc., a company  incorporated  under the laws of the
Province of Quebec,  having a principal  place of business at 147 Dufferin Road,
Hampstead, Quebec H3X 2Y2, Canada (hereinafter "ASSIGNOR"),  has certain rights,
title and interest to the invention relating to:

         MULTI-PHASE  PATENT  DELIVERY  SYSTEM as  described  and claimed in the
         United States  Provisional  Patent Application filed on August 13, 2002
         under Application No. 60/402,863;

and WHEREAS,  Vitalstate  Canada Ltd.,  having a principal  place of business at
2191 Hampton Avenue, Montreal,  Quebec H4A 2K5, Canada (hereinafter "ASSIGNEE"),
is desirous of  obtaining  certain  rights,  title and interest in, to and under
said invention and application.

         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) to it
in hand paid, and other good and valuable consideration, the receipt of which is
hereby acknowledged,  ASSIGNOR does hereby sell, assign,  transfer and set over,
unto the said ASSIGNEE,  its successors,  legal representatives and assigns, all
of its entire right, title,  interest throughout the world in, to and under said
invention;  all improvements,  modifications and additions to said invention and
to all corresponding  rights,  title and interest in and to any patent which may
be granted thereon; said application and all divisions, renewals, continuations,
continuation-in-part  applications  thereto, and all corresponding patents which
may  be  granted   thereon  and  all  reissues  and  extensions   thereof;   all
corresponding  United  States and/or  foreign  patent  applications  and patents
relating  to  said  invention  and  improvements,  modifications  and  additions
thereto, and to any divisions, continuations, continuation-in-part applications,
reissues and renewals of the  aforementioned  patents;  and all applications for
industrial property protection,  including, without limitation, all applications
for patents,  utility models,  and designs which may hereafter be filed for said
invention in any country  throughout  the world  together with the right to file
such  applications  and the right to claim for the same priority  rights derived
from said application under any international agreements,  conventions, treaties
and the domestic laws of the country in which any such  application is filed, as
may be applicable;  and all forms of industrial property protection,  including,
without limitation, patents, utility models, inventors' certificates and designs
which may be granted for said invention in any country  throughout the world and
all  extensions,  renewals  and  reissues  thereof;  all rights  and  privileges
pertaining  to any patent  applications  and  Letters  Patents  relating to said
invention and application throughout the world,  including,  without limitation,
all causes of action,  claims, demands and other rights, for or arising from any
past infringement thereof, as well as the fruits of any of the above, including,
without limitation, royalties, damages, punitive damages, loss of profits or the
like;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and   assigns,    to   execute   any   and   all    divisional,    continuation,
continuation-in-part  applications,  reissue  and  substitute  applications  the
United States of America and in any corresponding  foreign jurisdiction for said
invention and improvements,  modifications and additions to said invention,  and
acknowledge  and agree that all rights therein shall vest in the ASSIGNEES,  its
successors, and assignees,  whereby said United States or foreign Letters Patent
will be held and enjoyed by said ASSIGNEES,  its successors and assigns,  to the
full extent of the term for which said Letters Patent will be granted,  as fully
and entirely as the same would have been held and enjoyed by the  undersigned if
the this assignment had not been made;


         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and assigns,  to execute any and all documents required by the ASSIGNOR to fully
and properly vest the aforementioned rights in the ASSIGNEE; to do


                                       39
<PAGE>




all things  which the  ASSIGNEE,  its  successors  and assigns,  shall  consider
necessary or desirable  for securing,  maintaining  and enforcing the rights and
property specified herein above,  including testifying in all legal proceedings;
to  communicate  all facts known by ASSIGNOR  relating to the inventions and the
history thereof;

         AND ASSIGNOR HEREBY authorizes and requests the Commissioner of Patents
or the like Official of any country,  whose duty it is to issue patents or other
evidence  of  forms  of  industrial   property  protection  on  applications  as
aforesaid, to issue the same in and to the said ASSIGNEE, its successors,  legal
representatives and assigns, in accordance with the terms of this instrument;

         AND  ASSIGNOR  HEREBY  covenants  and agrees  that it has full right to
convey all of its interest herein  assigned,  and that it has not executed,  and
will not execute,  any  agreement in conflict  herewith;  has not copied or used
information that may be subject to a trade-secret  owned or under the control of
a  third  party;  the  present  assignment  is  complementary  to  any  previous
assignment, if any, in favour of the ASSIGNEE;

         AND in the event of  disagreement  between the  ASSIGNOR  and  ASSIGNEE
(hereinafter  the "Parties"),  this Assignment of Invention shall be interpreted
in  accordance  with  the  Laws in  effect  in the  Province  of  Quebec.

Le(s)  soussigne(s)  desire(nt)  que la presente  cession  soit en anglais.  The
undersigned requests) that the present assignment be in English.


SIGNED at       Montreal        CANADA.
         -----------------------------------------------------,
                 City           Country

this   8th day    of   August , 2003.
    -------------   ----------

/s/ Jonathan Farber        /s/ Miriam Farber
-----------------------    --------------------------------
 (signature of witness)    (signature of duly authorised signatory for ASSIGNOR)

Name: Jonathan Farber      Name: Miriam Farber
Title:                     Title: President


Where Applicable:

State/Province of Quebec    )
                  ------    )
Country of CANADA           )
           -------------

On this 8th day of  August,  2003,  before  me, a Notary  Public  in and for the
State/Province  aforesaid,  personally  appeared Miriam Farber,  to me known and
know to me to be the  person of that name,  who signed and sealed the  foregoing
instrument, and he acknowledged the same to be his free act and deed.

                                                          /s/ illegible
                                                         -----------------------
                                                                   Notary Public



                                       40
<PAGE>





                    ACKNOWLEDGMENT OF ASSIGNMENT OF INVENTION

I,  HEATHER  BAKER,  a duly  authorised  signatory on behalf  representative  of
Vitalstate  Canada  Ltd.  having a principal  place of business at 2191  Hampton
Avenue, Montreal, Quebec H4A 2K5, Canada, acknowledge the attached Assignment of
Invention  from  9103-3019  Quebec Inc. to Vitalstate  Canada Ltd. dated Aug 08,
2003,  regarding all rights,  title and interest throughout the world in, to and
under the invention relating to MULTI-PHASE PATENT DELIVERY SYSTEM.

SIGNED at      Montreal         Canada,
          --------------------------------
                 City            Country

this 8th day of August, 2003.
    ----       -------

/s/ Heather Baker
----------------------------------------------------
(signature of duly authorised signatory for ASSIGNOR)

Name:
Title:

I, Jonathan Farber                      declare that I was personally present
  -------------------------------------                             and did see,
  (Name of Notary, Attorney, or Witness)

Heather Baker                          duly sign and execute the above
--------------------------------------                          acknowledgement.
(Name of Signing Authority for Assignee)


/s/ Jonathan Farber
----------------------------------------------
(Signature of Notary, Attorney, or Witness)



                                       41
<PAGE>




                             ASSIGNMENT OF INVENTION

WHEREAS,  9103-3019  Quebec Inc., a company  incorporated  under the laws of the
Province of Quebec,  having a principal  place of business at 147 Dufferin Road,
Hampstead, Quebec H3X 2Y2, Canada (hereinafter "ASSIGNOR"),  has certain rights,
title and interest to the invention relating to:

         DELIVERY SYSTEMS FOR FUNCTIONAL INGREDIENTS as described and claimed in
         the  International  Patent  Application  filed on March 25,  2003 under
         Application No.  PCT/CA03/00411  and claiming priority to United States
         Provisional Patent Application No. 60/372,438;

and WHEREAS,  Vitalstate  Canada Ltd.,  having a principal  place of business at
2191 Hampton Avenue, Montreal,  Quebec H4A 2K5, Canada (hereinafter "ASSIGNEE"),
is desirous of  obtaining  certain  rights,  title and interest in, to and under
said invention and application.

         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) to it
in hand paid, and other good and valuable consideration, the receipt of which is
hereby acknowledged,  ASSIGNOR does hereby sell, assign,  transfer and set over,
unto the said ASSIGNEE,  its successors,  legal representatives and assigns, all
of its entire right, title,  interest throughout the world in, to and under said
invention;  all improvements,  modifications and additions to said invention and
to all corresponding  rights,  title and interest in and to any patent which may
be granted thereon; said application and all divisions, renewals, continuations,
continuation-in-part, national phase applications thereto, and all corresponding
patents which may be granted  thereon and all reissues and  extensions  thereof;
all  corresponding  foreign  patent  applications  and patents  relating to said
invention and  improvements,  modifications  and additions  thereto,  and to any
divisions,   continuations,   continuation-in-part  applications,  reissues  and
renewals of the  aforementioned  patents;  and all  applications  for industrial
property  protection,   including,  without  limitation,  all  applications  for
patents,  utility  models,  and designs  which may  hereafter  be filed for said
invention in any country  throughout  the world  together with the right to file
such  applications  and the right to claim for the same priority  rights derived
from said application under any international agreements,  conventions, treaties
and the domestic laws of the country in which any such  application is filed, as
may be applicable;  and all forms of industrial property protection,  including,
without limitation, patents, utility models, inventors' certificates and designs
which may be granted for said invention in any country  throughout the world and
all  extensions,  renewals  and  reissues  thereof;  all rights  and  privileges
pertaining  to any patent  applications  and  Letters  Patents  relating to said
invention and application throughout the world,  including,  without limitation,
all causes of action,  claims, demands and other rights, for or arising from any
past infringement thereof, as well as the fruits of any of the above, including,
without limitation, royalties, damages, punitive damages, loss of profits or the
like;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and   assigns,    to   execute   any   and   all    divisional,    continuation,
continuation-in-part  applications,  reissue and substitute  applications in any
corresponding   foreign   jurisdiction  for  said  invention  and  improvements,
modifications  and additions to said  invention,  and acknowledge and agree that
all rights therein shall vest in the ASSIGNEES,  its successors,  and assignees,
whereby said foreign  Letters Patent will be held and enjoyed by said ASSIGNEES,
its  successors  and  assigns,  to the full  extent of the term for  which  said
Letters  Patent  will be granted,  as fully and  entirely as the same would have
been held and enjoyed by the  undersigned  if the this  assignment  had not been
made;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and assigns, to execute any and all documents


                                       42
<PAGE>




required by the ASSIGNOR to fully and properly vest the aforementioned rights in
the ASSIGNEE;  to do all things which the ASSIGNEE,  its successors and assigns,
shall consider  necessary or desirable for securing,  maintaining  and enforcing
the rights and property  specified  herein  above,  including  testifying in all
legal  proceedings;  to communicate all facts known by ASSIGNOR  relating to the
inventions and the history thereof;

         AND ASSIGNOR HEREBY authorizes and requests the Commissioner of Patents
or the like Official of any country,  whose duty it is to issue patents or other
evidence  of  forms  of  industrial   property  protection  on  applications  as
aforesaid, to issue the same in and to the said ASSIGNEE, its successors,  legal
representatives and assigns, in accordance with the terms of this instrument;

         AND  ASSIGNOR  HEREBY  covenants  and agrees  that it has full right to
convey all of its interest herein  assigned,  and that it has not executed,  and
will not execute,  any  agreement in conflict  herewith;  has not copied or used
information that may be subject to a trade-secret  owned or under the control of
a  third  party;  the  present  assignment  is  complementary  to  any  previous
assignment, if any, in favour of the ASSIGNEE;

         AND in the event of  disagreement  between the  ASSIGNOR  and  ASSIGNEE
(hereinafter  the "Parties"),  this Assignment of Invention shall be interpreted
in accordance with the Laws in effect in the Province of Quebec.

Le(s)  soussigne(s)  desire(nt)  que la presente  cession  soit en anglais.  The
undersigned request(s) that the present assignment be in English.


SIGNED at          Montreal          CANADA,
          --------------------------------------------
                    City             Country

this 8th day of August, 2003.
    -----       ------


/s/ Jonathan Farber        /s/ Miriam Farber
-----------------------    --------------------------------
 (signature of witness)    (signature of duly authorised signatory for ASSIGNOR)

Name: Jonathan Farber      Name: Miriam Farber
Title:                     Title: President


Where Applicable:

State/Province of Quebec    )
                  ------    )
Country of CANADA           )
           -------------

On this 8th day of  August,  2003,  before  me, a Notary  Public  in and for the
State/Province  aforesaid,  personally  appeared Miriam Farber,  to me known and
know to me to be the  person of that name,  who signed and sealed the  foregoing
instrument, and he acknowledged the same to be his free act and deed.

                                                          /s/ illegible
                                                         -----------------------
                                                                   Notary Public


                                       43
<PAGE>


                    ACKNOWLEDGMENT OF ASSIGNMENT OF INVENTION

I,  HEATHER  BAKER,  a duly  authorised  signatory on behalf  representative  of
Vitalstate  Canada  Ltd.  having a principal  place of business at 2191  Hampton
Avenue, Montreal, Quebec H4A 2K5, Canada, acknowledge the attached Assignment of
Invention  from  9103-3019  Quebec Inc. to  Vitalstate  Canada Ltd. date Aug 08,
2003,  regarding all rights,  title and interest throughout the world in, to and
under the invention relating to DELIVERY SYSTEMS FOR FUNCTIONAL INGREDIENTS.

SIGNED at        Montreal         Canada,
          ------------------------------------
                  City            Country

this 8th day of August, 2003.
     ----       ------

/s/ Heather Baker
-----------------------------------------------------
(signature of duly authorised signatory for ASSIGNOR)

Name:
Title:


I, Jonathan Farber                      declare that I was personally present
  -------------------------------------                              and did see
  (Name of Notary, Attorney, or Witness)

Heather Baker                          duly sign and execute the above
--------------------------------------                          acknowledgement.
(Name of Signing Authority for Assignee)


/s/ Jonathan Farber
----------------------------------------------
(Signature of Notary, Attorney, or Witness)



                                       44
<PAGE>



                             ASSIGNMENT OF INVENTION

WHEREAS,  9103-3019  Quebec Inc., a company  incorporated  under the laws of the
Province of Quebec,  having a principal  place of business at 147 Dufferin Road,
Hampstead, Quebec H3X 2Y2, Canada (hereinafter "ASSIGNOR"),  has certain rights,
title and interest to the invention relating to:

         A STARCH-BASED DELIVERY SYSTEM FOR CREATINE as described and claimed in
         the International  Patent Application filed on September 25, 2002 under
         Application No. PCT/CA02/01442 and claiming priority to Canadian Patent
         Application  No.  2,358,045  and  United  States   Provisional   Patent
         Applications Nos. 60/348,584 and 60/396,548;

and WHEREAS,  Vitalstate  Canada Ltd.,  having a principal  place of business at
2191 Hampton Avenue, Montreal,  Quebec H4A 2K5, Canada (hereinafter "ASSIGNEE"),
is desirous of  obtaining  certain  rights,  title and interest in, to and under
said invention and application.

         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) to it
in hand paid, and other good and valuable consideration, the receipt of which is
hereby acknowledged,  ASSIGNOR does hereby sell, assign,  transfer and set over,
unto the said ASSIGNEE,  its successors,  legal representatives and assigns, all
of its entire right, title,  interest throughout the world in, to and under said
invention;  all improvements,  modifications and additions to said invention and
to all corresponding  rights,  title and interest in and to any patent which may
be granted thereon; said application and all divisions, renewals, continuations,
continuation-in-part, national phase applications thereto, and all corresponding
patents which may be granted  thereon and all reissues and  extensions  thereof;
all  corresponding  foreign  patent  applications  and patents  relating to said
invention and  improvements,  modifications  and additions  thereto,  and to any
divisions,   continuations,   continuation-in-part  applications,  reissues  and
renewals of the  aforementioned  patents;  and all  applications  for industrial
property  protection,   including,  without  limitation,  all  applications  for
patents,  utility  models,  and designs  which may  hereafter  be filed for said
invention in any country  throughout  the world  together with the right to file
such  applications  and the right to claim for the same priority  rights derived
from said application under any international agreements,  conventions, treaties
and the domestic laws of the country in which any such  application is filed, as
may be applicable;  and all forms of industrial property protection,  including,
without limitation, patents, utility models, inventors' certificates and designs
which may be granted for said invention in any country  throughout the world and
all  extensions,  renewals  and  reissues  thereof;  all rights  and  privileges
pertaining  to any patent  applications  and  Letters  Patents  relating to said
invention and application throughout the world,  including,  without limitation,
all causes of action,  claims, demands and other rights, for or arising from any
past infringement thereof, as well as the fruits of any of the above, including,
without limitation, royalties, damages, punitive damages, loss of profits or the
like;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and   assigns,    to   execute   any   and   all    divisional,    continuation,
continuation-in-part  applications,  reissue and substitute  applications in any
corresponding   foreign   jurisdiction  for  said  invention  and  improvements,
modifications  and additions to said  invention,  and acknowledge and agree that
all rights therein shall vest in the ASSIGNEES,  its successors,  and assignees,
whereby said foreign  Letters Patent will be held and enjoyed by said ASSIGNEES,
its  successors  and  assigns,  to the full  extent of the term for  which  said
Letters  Patent  will be granted,  as fully and  entirely as the same would have
been held and enjoyed by the  undersigned  if the this  assignment  had not been
made;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and assigns, to execute any and all documents


                                       45
<PAGE>



required by the ASSIGNOR to fully and properly vest the aforementioned rights in
the ASSIGNEE;  to do all things which the ASSIGNEE,  its successors and assigns,
shall consider  necessary or desirable for securing,  maintaining  and enforcing
the rights and property  specified  herein  above,  including  testifying in all
legal  proceedings;  to communicate all facts known by ASSIGNOR  relating to the
inventions and the history thereof;

         AND ASSIGNOR HEREBY authorizes and requests the Commissioner of Patents
or the like Official of any country,  whose duty it is to issue patents or other
evidence  of  forms  of  industrial   property  protection  on  applications  as
aforesaid, to issue the same in and to the said ASSIGNEE, its successors,  legal
representatives and assigns, in accordance with the terms of this instrument;

         AND  ASSIGNOR  HEREBY  covenants  and agrees  that it has full right to
convey all of its interest herein  assigned,  and that it has not executed,  and
will not execute,  any  agreement in conflict  herewith;  has not copied or used
information that may be subject to a trade-secret  owned or under the control of
a  third  party;  the  present  assignment  is  complementary  to  any  previous
assignment, if any, in favour of the ASSIGNEE;

         AND in the event of  disagreement  between the  ASSIGNOR  and  ASSIGNEE
(hereinafter  the "Parties"),  this Assignment of Invention shall be interpreted
in accordance with the Laws in effect in the Province of Quebec.

Le(s)  soussigne(s)  desire(nt)  que la presente  cession  soit en anglais.  The
undersigned requests) that the present assignment be in English.

SIGNED at          Montreal          CANADA,
          --------------------------------------------
                    City             Country

this 8th day of August, 2003.
    -----       ------


/s/ Jonathan Farber        /s/ Miriam Farber
-----------------------    --------------------------------
 (signature of witness)    (signature of duly authorised signatory for ASSIGNOR)

Name: Jonathan Farber      Name:  Miriam Farber
Title:                     Title: President


                                       46
<PAGE>


Where Applicable:

State/Province of Quebec               )
                 -------------------   )
Country of CANADA                      )
          --------------------------



         On this 8th day of August, 2003, appeared before me, a Notary Public in
and for the State/Province  aforesaid,  personally Miriam Farber to me known and
know to me to be the  person of that name,  who signed and sealed the  foregoing
instrument, and he acknowledged the same to be his free act and deed.

                                                          /s/ illegible
                                                         -----------------------
                                                                   Notary Public



                                       47
<PAGE>



                    ACKNOWLEDGMENT OF ASSIGNMENT OF INVENTION

I,  HEATHER  BAKER,  a duly  authorised  signatory on behalf  representative  of
Vitalstate  Canada  Ltd.  having a principal  place of business at 2191  Hampton
Avenue, Montreal, Quebec H4A 2K5, Canada, acknowledge the attached Assignment of
Invention  from  9103-3019  Quebec Inc. to Vitalstate  Canada Ltd. dated Aug 08,
2003,  regarding all rights,  title and interest throughout the world in, to and
under the invention relating to A STARCH-BASED DELIVERY SYSTEM FOR CREATINE.

SIGNED at        Montreal         Canada,
          ------------------------------------
                  City            Country

this 8th day of August, 2003.
     ----       ------

/s/ Heather Baker
-----------------------------------------------------
(signature of duly authorised signatory for ASSIGNOR)

Name:
Title:


I, Jonathan Farber                      declare that I was personally present
  -------------------------------------                              and did see
  (Name of Notary, Attorney, or Witness)

Heather Baker                          duly sign and execute the above
--------------------------------------                          acknowledgement.
(Name of Signing Authority for Assignee)


/s/ Jonathan Farber
----------------------------------------------
(Signature of Notary, Attorney, or Witness)




                                       48
<PAGE>




                             ASSIGNMENT OF INVENTION

WHEREAS,  9103-3019  Quebec Inc., a company  incorporated  under the laws of the
Province of Quebec,  having a principal  place of business at 147 Dufferin Road,
Hampstead, Quebec H3X 2Y2, Canada (hereinafter "ASSIGNOR"),  has certain rights,
title and interest to the invention relating to:

         A  CARBOHYDRATE-BASED  DELIVERY SYSTEM FOR CREATINE AND OTHER BIOACTIVE
         INGREDIENTS  as  described  and  claimed  in the  International  Patent
         Application   filed  on  September  25,  2002  under   Application  No.
         PCT/CA02/01441 and claiming priority to Canadian Patent Application No.
         2,358,045  and  United  States  Provisional  Patent  Applications  Nos.
         60/348,584 and 60/396,548;

and WHEREAS,  Vitalstate  Canada Ltd.,  having a principal  place of business at
2191 Hampton Avenue, Montreal,  Quebec H4A 2K5, Canada (hereinafter "ASSIGNEE"),
is desirous of  obtaining  certain  rights,  title and interest in, to and under
said invention and application.

         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) to it
in hand paid, and other good and valuable consideration, the receipt of which is
hereby acknowledged,  ASSIGNOR does hereby sell, assign,  transfer and set over,
unto the said ASSIGNEE,  its successors,  legal representatives and assigns, all
of its entire right, title,  interest throughout the world in, to and under said
invention;  all improvements,  modifications and additions to said invention and
to all corresponding  rights,  title and interest in and to any patent which may
be granted thereon; said application and all divisions, renewals, continuations,
continuation-in-part, national phase applications thereto, and all corresponding
patents which may be granted  thereon and all reissues and  extensions  thereof;
all  corresponding  foreign  patent  applications  and patents  relating to said
invention and  improvements,  modifications  and additions  thereto,  and to any
divisions,   continuations,   continuation-in-part  applications,  reissues  and
renewals of the  aforementioned  patents;  and all  applications  for industrial
property  protection,   including,  without  limitation,  all  applications  for
patents,  utility  models,  and designs  which may  hereafter  be filed for said
invention in any country  throughout  the world  together with the right to file
such  applications  and the right to claim for the same priority  rights derived
from said application under any international agreements,  conventions, treaties
and the domestic laws of the country in which any such  application is filed, as
may be applicable;  and all forms of industrial property protection,  including,
without limitation, patents, utility models, inventors' certificates and designs
which may be granted for said invention in any country  throughout the world and
all  extensions,  renewals  and  reissues  thereof;  all rights  and  privileges
pertaining  to any patent  applications  and  Letters  Patents  relating to said
invention and application throughout the world,  including,  without limitation,
all causes of action,  claims, demands and other rights, for or arising from any
past infringement thereof, as well as the fruits of any of the above, including,
without limitation, royalties, damages, punitive damages, loss of profits or the
like;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and   assigns,    to   execute   any   and   all    divisional,    continuation,
continuation-in-part  applications,  reissue and substitute  applications in any
corresponding   foreign   jurisdiction  for  said  invention  and  improvements,
modifications  and additions to said  invention,  and acknowledge and agree that
all rights therein shall vest in the ASSIGNEES,  its successors,  and assignees,
whereby said foreign  Letters Patent will be held and enjoyed by said ASSIGNEES,
its  successors  and  assigns,  to the full  extent of the term for  which  said
Letters  Patent  will be granted,  as fully and  entirely as the same would have
been held and enjoyed by the  undersigned  if the this  assignment  had not been
made;



                                       49
<PAGE>



         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and assigns,  to execute any and all documents required by the ASSIGNOR to fully
and properly vest the  aforementioned  rights in the ASSIGNEE;  to do all things
which the ASSIGNEE,  its  successors and assigns,  shall  consider  necessary or
desirable  for  securing,  maintaining  and  enforcing  the rights and  property
specified  herein  above,  including  testifying  in all legal  proceedings;  to
communicate  all facts known by  ASSIGNOR  relating  to the  inventions  and the
history thereof;

         AND ASSIGNOR HEREBY authorizes and requests the Commissioner of Patents
or the like Official of any country,  whose duty it is to issue patents or other
evidence  of  forms  of  industrial   property  protection  on  applications  as
aforesaid, to issue the same in and to the said ASSIGNEE, its successors,  legal
representatives and assigns, in accordance with the terms of this instrument;

         AND  ASSIGNOR  HEREBY  covenants  and agrees  that it has full right to
convey all of its interest herein  assigned,  and that it has not executed,  and
will not execute,  any  agreement in conflict  herewith;  has not copied or used
information that may be subject to a trade-secret  owned or under the control of
a  third  party;  the  present  assignment  is  complementary  to  any  previous
assignment, if any, in favour of the ASSIGNEE;

         AND in the event of  disagreement  between the  ASSIGNOR  and  ASSIGNEE
(hereinafter  the "Parties"),  this Assignment of Invention shall be interpreted
in accordance with the Laws in effect in the Province of Quebec.

Le(s)  soussigne(s)  desire(nt)  que la presente  cession  soit en anglais.  The
undersigned request(s) that the present assignment be in English.

SIGNED at          Montreal          CANADA,
          --------------------------------------------
                    City             Country

this 8th day of August, 2003.
    -----       ------


/s/ Jonathan Farber        /s/ Miriam Farber
-----------------------    --------------------------------
 (signature of witness)    (signature of duly authorised signatory for ASSIGNOR)

Name: Jonathan Farber      Name: Miriam Farber
Title:                     Title: President


Where Applicable:

State/Province of Quebec    )
                  ------    )
Country of CANADA           )
           -------------

On this 8th day of  August,  2003,  before  me, a Notary  Public  in and for the
State/Province  aforesaid,  personally  appeared Miriam Farber,  to me known and
know to me to be the  person of that name,  who signed and sealed the  foregoing
instrument, and he acknowledged the same to be his free act and deed.

                                                          /s/ illegible
                                                         -----------------------
                                                                   Notary Public


                                       50
<PAGE>




                    ACKNOWLEDGMENT OF ASSIGNMENT OF INVENTION

I,  HEATHER  BAKER,  a duly  authorised  signatory on behalf  representative  of
Vitalstate  Canada  Ltd.  having a principal  place of business at 2191  Hampton
Avenue, Montreal, Quebec H4A 2K5, Canada, acknowledge the attached Assignment of
Invention  from  9103-3019  Quebec Inc. to Vitalstate  Canada Ltd. dated Aug 08,
2003,  regarding all rights,  title and interest throughout the world in, to and
under  the  invention  relating  to A  CARBOHYDRATE-BASED  DELIVERY  SYSTEM  FOR
CREATINE AND OTHER BIOACTIVE INGREDIENTS.

SIGNED at        Montreal         Canada,
          ------------------------------------
                  City            Country

this 8th day of August, 2003.
     ----       ------

/s/ Heather Baker
-----------------------------------------------------
(signature of duly authorised signatory for ASSIGNOR)

Name:
Title:


I, Jonathan Farber                      declare that I was personally present
  -------------------------------------                              and did see
  (Name of Notary, Attorney, or Witness)

Heather Baker                          duly sign and execute the above
--------------------------------------                          acknowledgement.
(Name of Signing Authority for Assignee)


/s/ Jonathan Farber
----------------------------------------------
(Signature of Notary, Attorney, or Witness)


                                       51
<PAGE>


                             ASSIGNMENT OF INVENTION

WHEREAS,  9103-3019  Quebec Inc., a company  incorporated  under the laws of the
Province of Quebec,  having a principal  place of business at 147 Dufferin Road,
Hampstead, Quebec H3X 2Y2, Canada (hereinafter "ASSIGNOR"),  has certain rights,
title and interest to the invention relating to:

         TRANSMUCOSAL   DELIVERY   SYSTEM  as  described   and  claimed  in  the
         International   Patent   Application  filed  on  July  18,  2003  under
         Application No.  ______________  and claiming priority to United States
         Provisional Patent Applications No. 60/396,731;

and WHEREAS,  Vitalstate  Canada Ltd.,  having a principal  place of business at
2191 Hampton Avenue, Montreal,  Quebec H4A 2K5, Canada (hereinafter "ASSIGNEE"),
is desirous of  obtaining  certain  rights,  title and interest in, to and under
said invention and application.

         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) to it
in hand paid, and other good and valuable consideration, the receipt of which is
hereby acknowledged,  ASSIGNOR does hereby sell, assign,  transfer and set over,
unto the said ASSIGNEE,  its successors,  legal representatives and assigns, all
of its entire right, title,  interest throughout the world in, to and under said
invention;  all improvements,  modifications and additions to said invention and
to all corresponding  rights,  title and interest in and to any patent which may
be granted thereon; said application and all divisions, renewals, continuations,
continuation-in-part, national phase applications thereto, and all corresponding
patents which may be granted  thereon and all reissues and  extensions  thereof;
all  corresponding  foreign  patent  applications  and patents  relating to said
invention and  improvements,  modifications  and additions  thereto,  and to any
divisions,   continuations,   continuation-in-part  applications,  reissues  and
renewals of the  aforementioned  patents;  and all  applications  for industrial
property  protection,   including,  without  limitation,  all  applications  for
patents,  utility  models,  and designs  which may  hereafter  be filed for said
invention in any country  throughout  the world  together with the right to file
such  applications  and the right to claim for the same priority  rights derived
from said application under any international agreements,  conventions, treaties
and the domestic laws of the country in which any such  application is filed, as
may be applicable;  and all forms of industrial property protection,  including,
without limitation, patents, utility models, inventors' certificates and designs
which may be granted for said invention in any country  throughout the world and
all  extensions,  renewals  and  reissues  thereof;  all rights  and  privileges
pertaining  to any patent  applications  and  Letters  Patents  relating to said
invention and application throughout the world,  including,  without limitation,
all causes of action,  claims, demands and other rights, for or arising from any
past infringement thereof, as well as the fruits of any of the above, including,
without limitation, royalties, damages, punitive damages, loss of profits or the
like;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and   assigns,    to   execute   any   and   all    divisional,    continuation,
continuation-in-part  applications,  reissue and substitute  applications in any
corresponding   foreign   jurisdiction  for  said  invention  and  improvements,
modifications  and additions to said  invention,  and acknowledge and agree that
all rights therein shall vest in the ASSIGNEES,  its successors,  and assignees,
whereby said foreign  Letters Patent will be held and enjoyed by said ASSIGNEES,
its  successors  and  assigns,  to the full  extent of the term for  which  said
Letters  Patent  will be granted,  as fully and  entirely as the same would have
been held and enjoyed by the  undersigned  if the this  assignment  had not been
made;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and assigns,  to execute any and all documents required by the ASSIGNOR to fully
and properly vest the aforementioned rights in the ASSIGNEE; to do


                                       52
<PAGE>








all things  which the  ASSIGNEE,  its  successors  and assigns,  shall  consider
necessary or desirable  for securing,  maintaining  and enforcing the rights and
property specified herein above,  including testifying in all legal proceedings;
to  communicate  all facts known by ASSIGNOR  relating to the inventions and the
history thereof;

         AND ASSIGNOR HEREBY authorizes and requests the Commissioner of Patents
or the like Official of any country,  whose duty it is to issue patents or other
evidence  of  forms  of  industrial   property  protection  on  applications  as
aforesaid, to issue the same in and to the said ASSIGNEE, its successors,  legal
representatives and assigns, in accordance with the terms of this instrument;

         AND  ASSIGNOR  HEREBY  covenants  and agrees  that it has full right to
convey all of its interest herein  assigned,  and that it has not executed,  and
will not execute,  any  agreement in conflict  herewith;  has not copied or used
information that may be subject to a trade-secret  owned or under the control of
a  third  party;  the  present  assignment  is  complementary  to  any  previous
assignment, if any, in favour of the ASSIGNEE;

         AND in the event of  disagreement  between the  ASSIGNOR  and  ASSIGNEE
(hereinafter  the "Parties"),  this Assignment of Invention shall be interpreted
in accordance with the Laws in effect in the Province of Quebec.

Le(s)  soussigne(s)  desire(nt)  que la presente  cession  soit en anglais.  The
undersigned request(s) that the present assignment be in English.

The  undersigned  hereby  grants to the firm of MBM & CO. whose full post office
address is P.O. Box 809, Station B, Ottawa, Ontario,  Canada, K1P 5P9, the power
to insert on this assignment any further  information  which may be necessary or
desirable  in  order  to  comply  with  any  patent  rules  or  regulations  for
recordation of this document.

SIGNED at          Montreal          CANADA,
          --------------------------------------------
                    City             Country

this 8th day of August, 2003.
    -----       ------


/s/ Jonathan Farber        /s/ Miriam Farber
-----------------------    --------------------------------
 (signature of witness)    (signature of duly authorised signatory for ASSIGNOR)

Name: Jonathan Farber      Name: Miriam Farber
Title:                     Title: President


Where Applicable:

State/Province of Quebec    )
                  ------    )
Country of CANADA           )
           -------------

On this 8th day of  August,  2003,  before  me, a Notary  Public  in and for the
State/Province  aforesaid,  personally  appeared Miriam Farber,  to me known and
know to me to be the  person of that name,  who signed and sealed the  foregoing
instrument, and he acknowledged the same to be his free act and deed.

                                                          /s/ illegible
                                                         -----------------------
                                                                   Notary Public


                                       53
<PAGE>



                    ACKNOWLEDGMENT OF ASSIGNMENT OF INVENTION

I,  HEATHER  BAKER,  a duly  authorised  signatory on behalf  representative  of
VitalState  Canada  Ltd.  having a principal  place of business at 2191  Hampton
Avenue, Montreal, Quebec H4A 2K5, Canada, acknowledge the attached Assignment of
Invention  from  9103-3019  Quebec Inc. to VitalState  Canada Ltd. dated aUG 08,
2003,  regarding all rights,  title and interest throughout the world in, to and
under the invention relating to TRANSMUCOSAL DELIVERY SYSTEM.


SIGNED at        Montreal         Canada,
          ------------------------------------
                  City            Country

this 8th day of August, 2003.
     ----       ------

/s/ Heather Baker
-----------------------------------------------------
(signature of duly authorised signatory for ASSIGNOR)

Name:
Title:


I, Jonathan Farber                      declare that I was personally present
  -------------------------------------                              and did see
  (Name of Notary, Attorney, or Witness)

Heather Baker                          duly sign and execute the above
--------------------------------------                          acknowledgement.
(Name of Signing Authority for Assignee)


/s/ Jonathan Farber
----------------------------------------------
(Signature of Notary, Attorney, or Witness)



                                       54
<PAGE>

                                                                      Schedule E

                             ASSIGNMENT OF INVENTION

WHEREAS,  Michael Farber an individual,  having a principal place of business at
147 Dufferin Road, Hampstead,  Quebec H3X 2Y2, Canada (hereinafter  "ASSIGNOR"),
has certain rights, title and interest to the invention relating to:

         CHITOSAN-BASED  MICROSPHERE DELIVERY SYSTEM as described and claimed in
         the United States  Provisional  Patent Application filed on December 4,
         2002 under Application No. 60/430,697;

and WHEREAS,  Vitalstate  Canada Ltd.,  having a principal  place of business at
2191 Hampton Avenue, Montreal,  Quebec H4A 2K5, Canada (hereinafter "ASSIGNEE"),
is desirous of  obtaining  certain  rights,  title and interest in, to and under
said invention and application.

         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) to it
in hand paid, and other good and valuable consideration, the receipt of which is
hereby acknowledged,  ASSIGNOR does hereby sell, assign,  transfer and set over,
unto the said ASSIGNEE,  its successors,  legal representatives and assigns, all
of its entire right, title,  interest throughout the world in, to and under said
invention;  all improvements,  modifications and additions to said invention and
to all corresponding  rights,  title and interest in and to any patent which may
be granted thereon; said application and all divisions, renewals, continuations,
continuation-in-part  applications  thereto, and all corresponding patents which
may  be  granted   thereon  and  all  reissues  and  extensions   thereof;   all
corresponding  United  States and/or  foreign  patent  applications  and patents
relating  to  said  invention  and  improvements,  modifications  and  additions
thereto, and to any divisions, continuations, continuation-in-part applications,
reissues and renewals of the  aforementioned  patents;  and all applications for
industrial property protection,  including, without limitation, all applications
for patents,  utility models,  and designs which may hereafter be filed for said
invention in any country  throughout  the world  together with the right to file
such  applications  and the right to claim for the same priority  rights derived
from said application under any international agreements,  conventions, treaties
and the domestic laws of the country in which any such  application is filed, as
may be applicable;  and all forms of industrial property protection,  including,
without limitation, patents, utility models, inventors' certificates and designs
which may be granted for said invention in any country  throughout the world and
all  extensions,  renewals  and  reissues  thereof;  all rights  and  privileges
pertaining  to any patent  applications  and  Letters  Patents  relating to said
invention and application throughout the world,  including,  without limitation,
all causes of action,  claims, demands and other rights, for or arising from any
past infringement thereof, as well as the fruits of any of the above, including,
without limitation, royalties, damages, punitive damages, loss of profits or the
like;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and   assigns,    to   execute   any   and   all    divisional,    continuation,
continuation-in-part  applications,  reissue  and  substitute  applications  the
United States of America and in any corresponding  foreign jurisdiction for said
invention and improvements,  modifications and additions to said invention,  and
acknowledge  and agree that all rights therein shall vest in the ASSIGNEES,  its
successors, and assignees,  whereby said United States or foreign Letters Patent
will be held and enjoyed by said ASSIGNEES,  its successors and assigns,  to the
full extent of the term for which said Letters Patent will be granted,  as fully
and entirely as the same would have been held and enjoyed by the  undersigned if
the this assignment had not been made;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and assigns,  to execute any and all documents required by the ASSIGNOR to fully
and properly vest the aforementioned rights in the ASSIGNEE; to do


                                       55
<PAGE>




all things  which the  ASSIGNEE,  its  successors  and assigns,  shall  consider
necessary or desirable  for securing,  maintaining  and enforcing the rights and
property specified herein above,  including testifying in all legal proceedings;
to  communicate  all facts known by ASSIGNOR  relating to the inventions and the
history thereof;

         AND ASSIGNOR HEREBY authorizes and requests the Commissioner of Patents
or the like Official of any country,  whose duty it is to issue patents or other
evidence  of  forms  of  industrial   property  protection  on  applications  as
aforesaid, to issue the same in and to the said ASSIGNEE, its successors,  legal
representatives and assigns, in accordance with the terms of this instrument;

         AND  ASSIGNOR  HEREBY  covenants  and agrees  that it has full right to
convey all of its interest herein  assigned,  and that it has not executed,  and
will not execute,  any  agreement in conflict  herewith;  has not copied or used
information that may be subject to a trade-secret  owned or under the control of
a  third  party;  the  present  assignment  is  complementary  to  any  previous
assignment, if any, in favour of the ASSIGNEE;

         AND in the event of  disagreement  between the  ASSIGNOR  and  ASSIGNEE
(hereinafter  the "Parties"),  this Assignment of Invention shall be interpreted
in accordance with the Laws in effect in the Province of Quebec.

Le(s)  soussigne(s)  desire(nt)  que la presente  cession  soit en anglais.  The
undersigned requests) that the present assignment be in English.

SIGNED at          Montreal          CANADA,
          --------------------------------------------
                    City             Country

this 8th day of August, 2003.
    -----       ------


/s/ Jonathan Farber        /s/ Michael Farber
-----------------------    --------------------------------
 (signature of witness)    (signature of duly authorised signatory for ASSIGNOR)

Name: Jonathan Farber      Name: Michael Farber
Title:                     Title: Inventor


Where Applicable:

State/Province of Quebec    )
                  ------    )
Country of CANADA           )
           -------------

On this 8th day of  August,  2003,  before  me, a Notary  Public  in and for the
State/Province  aforesaid,  personally  appeared Michael Farber, to me known and
know to me to be the  person of that name,  who signed and sealed the  foregoing
instrument, and he acknowledged the same to be his free act and deed.

                                                          /s/ illegible
                                                         -----------------------
                                                                   Notary Public


                                       56
<PAGE>



                    ACKNOWLEDGMENT OF ASSIGNMENT OF INVENTION

I,  HEATHER  BAKER,  a duly  authorised  signatory on behalf  representative  of
Vitalstate  Canada  Ltd.  having a principal  place of business at 2191  Hampton
Avenue, Montreal,  Quebec H4A 2K5, Canada,  acknowledge .the attached Assignment
of Invention  from Michael  Farber to Vitalstate  Canada Ltd. dated Aug 8, 2003,
regarding all rights,  title and interest  throughout the world in, to and under
the invention relating to CHITOSAN-BASED MICROSPHERE DELIVERY SYSTEM.

SIGNED at        Montreal         Canada,
          ------------------------------------
                  City            Country

this 8th day of August, 2003.
     ----       ------

/s/ Heather Baker
-----------------------------------------------------
(signature of duly authorised signatory for ASSIGNOR)

Name:
Title:


I, Jonathan Farber                      declare that I was personally present
  -------------------------------------                              and did see
  (Name of Notary, Attorney, or Witness)

Heather Baker                          duly sign and execute the above
--------------------------------------                          acknowledgement.
(Name of Signing Authority for Assignee)


/s/ Jonathan Farber
----------------------------------------------
(Signature of Notary, Attorney, or Witness)


                                       57
<PAGE>


                             ASSIGNMENT OF INVENTION

WHEREAS,  Michael Farber an individual,  having a principal place of business at
147 Dufferin Road, Hampstead,  Quebec H3X 2Y2, Canada (hereinafter  "ASSIGNOR"),
has certain rights, title and interest to the invention relating to:

         EXTRACTION-RESISTANT  DELIVERY  SYSTEM  FOR  OPIOIDS as  described  and
         claimed in the United States  Provisional  Patent  Application filed on
         December 11, 2002 under Application No. 60/432,239;

and WHEREAS,  Vitalstate  Canada Ltd.,  having a principal  place of business at
2191 Hampton Avenue, Montreal,  Quebec H4A 2K5, Canada (hereinafter "ASSIGNEE"),
is desirous of  obtaining  certain  rights,  title and interest in, to and under
said invention and application.

         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) to it
in hand paid, and other good and valuable consideration, the receipt of which is
hereby acknowledged,  ASSIGNOR does hereby sell, assign,  transfer and set over,
unto the said ASSIGNEE,  its successors,  legal representatives and assigns, all
of its entire right, title,  interest throughout the world in, to and under said
invention;  all improvements,  modifications and additions to said invention and
to all corresponding  rights,  title and interest in and to any patent which may
be granted thereon; said application and all divisions, renewals, continuations,
continuation-in-part  applications  thereto, and all corresponding patents which
may  be  granted   thereon  and  all  reissues  and  extensions   thereof;   all
corresponding  United  States and/or  foreign  patent  applications  and patents
relating  to  said  invention  and  improvements,  modifications  and  additions
thereto, and to any divisions, continuations, continuation-in-part applications,
reissues and renewals of the  aforementioned  patents;  and all applications for
industrial property protection,  including, without limitation, all applications
for patents,  utility models,  and designs which may hereafter be filed for said
invention in any country  throughout  the world  together with the right to file
such  applications  and the right to claim for the same priority  rights derived
from said application under any international agreements,  conventions, treaties
and the domestic laws of the country in which any such  application is filed, as
may be applicable;  and all forms of industrial property protection,  including,
without limitation, patents, utility models, inventors' certificates and designs
which may be granted for said invention in any country  throughout the world and
all  extensions,  renewals  and  reissues  thereof;  all rights  and  privileges
pertaining  to any patent  applications  and  Letters  Patents  relating to said
invention and application throughout the world,  including,  without limitation,
all causes of action,  claims, demands and other rights, for or arising from any
past infringement thereof, as well as the fruits of any of the above, including,
without limitation, royalties, damages, punitive damages, loss of profits or the
like;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and   assigns,    to   execute   any   and   all    divisional,    continuation,
continuation-in-part  applications,  reissue  and  substitute  applications  the
United States of America and in any corresponding  foreign jurisdiction for said
invention and improvements,  modifications and additions to said invention,  and
acknowledge  and agree that all rights therein shall vest in the ASSIGNEES,  its
successors, and assignees,  whereby said United States or foreign Letters Patent
will be held and enjoyed by said ASSIGNEES,  its successors and assigns,  to the
full extent of the term for which said Letters Patent will be granted,  as fully
and entirely as the same would have been held and enjoyed by the  undersigned if
the this assignment had not been made;

         AND  ASSIGNOR  HEREBY  agrees,   without  charge   (excluding   travel,
accommodations and the like), and at the request of the ASSIGNEE, its successors
and assigns,  to execute any and all documents required by the ASSIGNOR to fully
and properly vest the aforementioned rights in the ASSIGNEE; to do



                                       58
<PAGE>


all things  which the  ASSIGNEE,  its  successors  and assigns,  shall  consider
necessary or desirable  for securing,  maintaining  and enforcing the rights and
property specified herein above,  including testifying in all legal proceedings;
to  communicate  all facts known by ASSIGNOR  relating to the inventions and the
history thereof;

         AND ASSIGNOR HEREBY authorizes and requests the Commissioner of Patents
or the like Official of any country,  whose duty it is to issue patents or other
evidence  of  forms  of  industrial   property  protection  on  applications  as
aforesaid, to issue the same in and to the said ASSIGNEE, its successors,  legal
representatives and assigns, in accordance with the terms of this instrument;

         AND  ASSIGNOR  HEREBY  covenants  and agrees  that it has full right to
convey all of its interest herein  assigned,  and that it has not executed,  and
will not execute,  any  agreement in conflict  herewith;  has not copied or used
information that may be subject to a trade-secret  owned or under the control of
a  third  party;  the  present  assignment  is  complementary  to  any  previous
assignment, if any, in favour of the ASSIGNEE;

         AND in the event of  disagreement  between the  ASSIGNOR  and  ASSIGNEE
(hereinafter  the "Parties"),  this Assignment of Invention shall be interpreted
in accordance with the Laws in effect in the Province of Quebec.

Le(s)  soussigne(s)  desire(nt)  que la presente  cession  soit en anglais.  The
undersigned request(s) that the present assignment be in English.

SIGNED at          Montreal          CANADA,
          --------------------------------------------
                    City             Country

this 8th day of August, 2003.
    -----       ------


/s/ Jonathan Farber        /s/ Michael Farber
-----------------------    --------------------------------
 (signature of witness)    (signature of duly authorised signatory for ASSIGNOR)

Name: Jonathan Farber      Name: Michael Farber
Title:                     Title: Inventor


Where Applicable:

State/Province of Quebec    )
                  ------    )
Country of CANADA           )
           -------------

On this 8th day of  August,  2003,  before  me, a Notary  Public  in and for the
State/Province  aforesaid,  personally  appeared Michael Farber, to me known and
know to me to be the  person of that name,  who signed and sealed the  foregoing
instrument, and he acknowledged the same to be his free act and deed.

                                                          /s/ illegible
                                                         -----------------------
                                                                   Notary Public


                                       59
<PAGE>

                    ACKNOWLEDGMENT OF ASSIGNMENT OF INVENTION

I,  HEATHER  BAKER,  a duly  authorised  signatory on behalf  representative  of
Vitalstate  Canada  Ltd.  having a principal  place of business at 2191  Hampton
Avenue, Montreal, Quebec H4A 2K5, Canada, acknowledge/the attached Assignment of
Invention  from Michael  Farber to  Vitalstate  Canada Ltd.  dated Aug 08, 2003,
regarding all rights,  title and interest  throughout the world in, to and under
the invention relating to EXTRACTION-RESISTANT DELIVERY SYSTEM FOR OPIOIDS.

SIGNED at        Montreal         Canada,
          ------------------------------------
                  City            Country

this 8th day of August, 2003.
     ----       ------

/s/ Heather Baker
-----------------------------------------------------
(signature of duly authorised signatory for ASSIGNOR)

Name:
Title:


I, Jonathan Farber                      declare that I was personally present
  -------------------------------------                              and did see
  (Name of Notary, Attorney, or Witness)

Heather Baker                          duly sign and execute the above
--------------------------------------                          acknowledgement.
(Name of Signing Authority for Assignee)


/s/ Jonathan Farber
----------------------------------------------
(Signature of Notary, Attorney, or Witness)



                                       60



<PAGE>



SCHEDULE F

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK  ISSUABLE UPON EXERCISE HAVE
BEEN  REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  OR
UNDER ANY STATE  SECURITIES  LAW. IN ADDITION,  SUCH SECURITIES MAY NOT BE SOLD,
PLEDGED OR OTHERWISE  TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE  REGISTRATION
STATEMENT  COVERING THE SECURITIES UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS,  (ii) THE COMPANY FIRST  RECEIVES AN OPINION FROM AN ATTORNEY,  REASONABLY
ACCEPTABLE  TO THE COMPANY,  STATING  THAT THE PROPOSED  TRANSFER IS EXEMPT FROM
REGISTRATION  UNDER THE ACT AND UNDER ALL APPLICABLE  STATE  SECURITIES LAWS, OR
(iii) THE TRANSFER IS MADE PURSUANT TO RULE 144 PROMULGATED UNDER THE ACT.


                                                  300,000 shares of Common Stock
                                                           Dated: August 8, 2003

                           WARRANT FOR THE PURCHASE OF
                             SHARES OF COMMON STOCK
                                       OF
                                VITALSTATE, INC.

                            (A New York corporation)

   FOR VALUE  RECEIVED,  Vitalstate,  Inc.  ("Company"),  hereby  certifies that
9103-3019 Quebec Inc. or its registered assigns ("Holder"), is entitled, subject
to the terms set forth below, to purchase from the Company,  at any time or from
time to time  during  the  five-year  period  commencing  on  August 8, 2003 and
expiring on August 7, 2008,  three hundred  thousand  (300,000) shares of Common
Stock, $0.000333 par value, of the Company ("Common Stock"), at a purchase price
of $.50 per  share.  The  number  of shares of  Common  Stock  purchasable  upon
exercise of this  Warrant,  and the purchase  price per share,  each as adjusted
from time to time pursuant to the  provisions of this Warrant,  are  hereinafter
referred to as the "Warrant Shares" and the "Exercise Price," respectively.

1. Exercise

   1.1 Procedure for Exercise.  This Warrant may be exercised by the Holder,  in
whole or in part,  by the surrender of this Warrant (with the Notice of Exercise
Form attached  hereto duly  executed by such Holder) at the principal  office of
the  Company,  or at such other  office or agency as the Company may  designate,
accompanied  by payment in full,  in lawful  money of the United  States,  of an
amount equal to the then applicable  Exercise Price  multiplied by the number of
Warrant Shares then being purchased upon such exercise.

   1.2 Date of Exercise.  Each  exercise of this Warrant shall be deemed to have
been  effected  immediately  prior to the close of  business on the day on which
this  Warrant  shall have been  surrendered  to the Company.  At such time,  the
person or persons in whose name or names any  certificates  for  Warrant  Shares
shall be issuable upon such  exercise  shall be deemed to have become the holder
or holders of record of the Warrant Shares represented by such certificates.

   1.3 Issuance of Certificate. As soon as practicable after the exercise of the
purchase right represented by this Warrant,  the Company at its expense will use
its best  efforts  to cause to be issued in the name of, and  delivered  to, the
Holder, or, subject to the terms and conditions hereof, to such other individual
or entity as such Holder (upon payment by such Holder of any applicable transfer
taxes) may direct:


                                       61
<PAGE>

   (i) a certificate  or  certificates  for the number of full shares of Warrant
Shares to which such Holder  shall be entitled  upon such  exercise  (subject to
Section 3 hereof), and

   (ii) in case such exercise is in part only, a new warrant or warrants  (dated
the date hereof) of like tenor,  stating on the face or faces thereof the number
of shares  currently stated on the face of this Warrant minus the number of such
shares  purchased by the Holder upon such exercise as provided in subsection 1.1
above.

2. Adjustments.

   2.1 Split, Subdivision or Combination of Shares. If the outstanding shares of
the Company's  Common Stock at any time while this Warrant  remains  outstanding
and unexpired shall be subdivided or split into a greater number of shares, or a
dividend in Common Stock shall be paid in respect of Common Stock,  the Exercise
Price in effect  immediately  prior to such subdivision or at the record date of
such dividend shall,  simultaneously  with the effectiveness of such subdivision
or split or immediately  after the record date of such dividend (as the case may
be), shall be  proportionately  decreased.  If the outstanding  shares of Common
Stock shall be combined or  reverse-split  into a smaller number of shares,  the
Exercise Price in effect  immediately prior to such combination or reverse split
shall,  simultaneously  with the  effectiveness  of such  combination or reverse
split, be proportionately  increased. When any adjustment is required to be made
in the Exercise Price,  the number of shares of Warrant Shares  purchasable upon
the  exercise  of this  Warrant  shall be changed to the  number  determined  by
dividing (i) an amount equal to the number of shares  issuable upon the exercise
of this Warrant immediately prior to such adjustment, multiplied by the Exercise
Price in effect immediately prior to such adjustment, by (ii) the Exercise Price
in effect immediately after such adjustment.

   2.2 Reclassification Reorganization,  Consolidation or Merger. In the case of
any  reclassification of the Common Stock (other than a change in par value or a
subdivision  or  combination  as provided for in subsection  2.1 above),  or any
reorganization,  consolidation  or merger of the  Company  with or into  another
corporation  (other than a merger or  reorganization  with  respect to which the
Company  is  the  continuing  corporation  and  which  does  not  result  in any
reclassification of the Common Stock), or a transfer of all or substantially all
of the assets of the Company, or the payment of a liquidating distribution then,
as part of any such  reorganization,  reclassification,  consolidation,  merger,
sale or liquidating  distribution,  lawful  provision  shall be made so that the
Holder of this  Warrant  shall have the right  thereafter  to  receive  upon the
exercise  hereof,  the kind and amount of shares of stock or other securities or
property  which such Holder would have been entitled to receive if,  immediately
prior to any such reorganization, reclassification,  consolidation, merger, sale
or liquidating distribution, as the case may be, such Holder had held the number
of shares of Common Stock which were then  purchasable upon the exercise of this
Warrant. In any such case,  appropriate  adjustment (as reasonably determined by
the Board of Directors of the Company)  shall be made in the  application of the
provisions set forth herein with respect to the rights and interests  thereafter
of the Holder of this Warrant such that the provisions set forth in this Section
2 (including  provisions with respect to the Exercise Price) shall thereafter be
applicable, as nearly as is reasonably practicable, in relation to any shares of
stock or other securities or property  thereafter  deliverable upon the exercise
of this Warrant.

                                       62

<PAGE>


   2.3 Price Adjustment.  No adjustment in the per share Exercise Price shall be
required  unless such  adjustment  would  require an increase or decrease in the
Exercise Price of at least $0.01; provided,  however, that any adjustments which
by reason of this paragraph are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section  2 shall be made to the  nearest  cent or to the  nearest  1/100th  of a
share, as the case may be.

   2.4 No  Impairment.  The Company  will not, by  amendment  of its Articles of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  hereunder  by the Company but will at all times in good
faith assist in the carrying out of all the  provisions of this Section 2 and in
the taking of all such actions as may be necessary  or  appropriate  in order to
protect  against  impairment  of the  rights of the  Holder of this  Warrant  to
adjustments in the Exercise Price.

   2.5  Notice of  Adjustment.  Upon any  adjustment  of the  Exercise  Price or
extension of the Warrant  exercise  period,  the Company  shall  forthwith  give
written  notice  thereto  to the  Holder of this  Warrant  describing  the event
requiring the adjustment,  stating the adjusted  Exercise Price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event,
and setting forth in reasonable  detail the method of calculation  and the facts
upon which such calculation is based.

3.  Fractional  Shares.  The Company shall not be required to issue fractions of
shares of Common Stock upon exercise. If any fractions of a share would, but for
this Section 3, be issuable upon any exercise,  in lieu of such fractional share
the Company shall round up or down to the nearest whole number.

4.  Limitation  on Sales.  Each holder of this  Warrant  acknowledges  that this
Warrant and the  Warrant  Shares,  as of the date of  original  issuance of this
Warrant,  have not been registered  under the Securities Act of 1933, as amended
("Act"), and agrees not to sell, pledge, distribute, offer for sale, transfer or
otherwise dispose of this Warrant or any Warrant Shares issued upon its exercise
in the absence of (a) an effective  registration  statement  under the Act as to
this  Warrant or such  Warrant  Shares or (b) an opinion of counsel,  reasonably
acceptable to the Company,  that such  registration  and  qualification  are not
required.  Absent prior  registration,  the Warrant  Shares issued upon exercise
thereof shall be imprinted with a legend in substantially the following form:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR UNDER ANY STATE SECURITIES LAWS, AND MAY
NOT BE SOLD,  PLEDGED OR OTHERWISE  TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE
REGISTRATION  STATEMENT  COVERING THE SHARES UNDER THE ACT AND APPLICABLE  STATE
SECURITIES  LAWS,  (ii) THE COMPANY FIRST  RECEIVES AN OPINION FROM AN ATTORNEY,
REASONABLY  ACCEPTABLE  TO THE COMPANY,  STATING  THAT THE PROPOSED  TRANSFER IS
EXEMPT FROM REGISTRATION UNDER THE ACT AND UNDER ALL APPLICABLE STATE SECURITIES
LAWS, OR (iii) THE TRANSFER IS MADE PURSUANT TO RULE 144  PROMULGATED  UNDER THE
ACT.

5. Notices of Record Date.  In case:  (i) the Company shall take a record of the
holders  of its  Common  Stock  (or  other  stock  or  securities  at  the  time
deliverable  upon the exercise of this  Warrant) for the purpose of entitling or
enabling them to receive any dividend or other  distribution,  or to


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<PAGE>

receive any right to  subscribe  for or purchase  any shares of any class or any
other  securities,  or to  receive  any  other  right,  or (ii)  of any  capital
reorganization of the Company,  any reclassification of the capital stock of the
Company,  any  consolidation  or  merger  of the  Company  with or into  another
corporation  (other than a  consolidation  or merger in which the Company is the
surviving entity),  or any transfer of all or substantially all of the assets of
the Company, or (iii) of the voluntary or involuntary  dissolution,  liquidation
or winding-up of the Company, then, and in each such case, the Company will mail
or cause to be mailed to the Holder of this Warrant a notice specifying,  as the
case may be,  (i) the date on which a record is to be taken for the  purpose  of
such dividend,  distribution  or right,  and stating the amount and character of
such dividend,  distribution  or right, or (ii) the effective date on which such
reorganization, reclassification,  consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which  the  holders  of record of  Common  Stock (or such  other  stock or
securities at the time  deliverable  upon the exercise of this Warrant) shall be
entitled  to  exchange  their  shares of Common  Stock (or such  other  stock or
securities)   for   securities   or  other   property   deliverable   upon  such
reorganization, reclassification,  consolidation, merger, transfer, dissolution,
liquidation  or  winding-up.  Such notice shall be mailed at least ten (10) days
prior to the  record  date or  effective  date for the event  specified  in such
notice,  provided  that the  failure  to mail such  notice  shall not affect the
legality or validity of any such action.

6.  Reservation  of  Stock.  The  Company  will at all  times  reserve  and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such shares of Common Stock and other stock,  securities  and property,  as from
time to time shall be issuable upon the exercise of this Warrant.

7. Replacement of Warrants.  Upon receipt of evidence reasonably satisfactory to
the Company of the loss,  theft,  destruction  or mutilation of this Warrant and
(in the case of loss,  theft  or  destruction)  upon  delivery  of an  indemnity
agreement  (with  surety  if  reasonably   required)  in  an  amount  reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

8. Transfers, etc.

   8.1 Warrant  Register.  The Company will maintain a register  containing  the
names and addresses of the Holders of this  Warrant.  Any Holder may change its,
his or her  address as shown on the warrant  register  by written  notice to the
Company requesting such change.

   8.2  Holder.  Until  any  transfer  of this  Warrant  is made in the  warrant
register, the Company may treat the Holder of this Warrant as the absolute owner
hereof for all  purposes;  provided,  however,  that if and when this Warrant is
properly  assigned in blank,  the Company  may (but shall not be  obligated  to)
treat  the  bearer  hereof  as the  absolute  owner  hereof  for  all  purposes,
notwithstanding any notice to the contrary.

9. No Rights as Stockholder.  Until the exercise of this Warrant,  the Holder of
this  Warrant  shall not have or  exercise  any  rights  by  virtue  hereof as a
stockholder of the Company.

10.  Successors.  The rights and obligations of the parties to this Warrant will
inure to the  benefit  of and be  binding  upon the  parties  hereto  and  their
respective heirs,  successors,  assigns,  pledgees,  transferees and purchasers.
Without  limiting  the  foregoing,  the  registration  rights  set forth in this
Warrant  shall  inure  to the  benefit  of  the  Holder  and  all  the  Holder's
successors,  heirs,  pledgees,  assignees,  transferees  and  purchasers of this
Warrant and the Warrant Shares.


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<PAGE>

11. Change or Waiver.  Any term of this Warrant may be changed or waived only by
an instrument in writing  signed by the party against which  enforcement  of the
change or waiver is sought.

12.  Headings.  The headings in this Warrant are for purposes of reference  only
and shall not limit or  otherwise  affect the meaning of any  provision  of this
Warrant.

13. Governing Law. This Warrant shall be governed by and construed in accordance
with the laws of the State of New York as such  laws are  applied  to  contracts
made and to be fully performed  entirely within that state between  residents of
that state.

14.  Jurisdiction and Venue. The Company (i) agrees that any legal suit,  action
or  proceeding  arising out of or relating to this Warrant  shall be  instituted
exclusively in New York State Supreme Court, County of New York or in the United
States  District  Court for the Southern  District of New York,  (ii) waives any
objection to the venue of any such suit,  action or proceeding  and the right to
assert  that  such  forum is not a  convenient  forum for such  suit,  action or
proceeding,  and (iii) irrevocably  consents to the jurisdiction of the New York
State Supreme Court,  County of New York,  and the United States  District Court
for the Southern  District of New York in any such suit,  action or  proceeding,
and the Company further agrees to accept and acknowledge  service or any and all
process  which may be served in any such suit,  action or proceeding in New York
State Supreme Court,  County of New York or in the United States  District Court
for the Southern District of New York and agrees that service of process upon it
mailed  by  certified  mail to its  address  shall be  deemed  in every  respect
effective  service of process  upon it in any suit,  action or  proceeding.

15.  Mailing of Notices,  etc. All notices and other  communications  under this
Warrant (except payment) shall be in writing and shall be sufficiently  given if
sent to the Holder or the Company, as the case may be, by hand delivery, private
overnight courier, with acknowledgment of receipt, or by registered or certified
mail, return receipt requested, as follows:

         Holder:                To Holder's address on page 1 of this Warrant
                                Attention:  Name of Holder

         The Company:           To the Company's Principal Executive Offices
                                Attention:  President

or to such other  address as any of them,  by notice to the others may designate
from time to time.  Time shall be counted  to, or from,  as the case may be, the
delivery  in person or by  overnight  courier  or five (5)  business  days after
mailing.


                                          VITALSTATE, INC.


                                          By: /s/ Heather Baker
                                              ------------------------------
                                              Name: Heather Baker
                                              Title: President

                                       65
<PAGE>



                               NOTICE OF EXERCISE


TO:      Vitalstate, Inc.

   1.  The  undersigned  hereby  elects  to  purchase  ________  shares  of  the
Vitalstate,  Inc.,  pursuant  to  terms of the  attached  Warrant,  and  tenders
herewith payment of the Exercise Price of such shares in full, together with all
applicable transfer taxes, if any.

   2. Please issue a certificate or certificates representing said shares of the
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

   3. The  undersigned  represents  that it will sell the shares of Common Stock
pursuant to an effective  Registration  Statement  under the  Securities  Act of
1933, as amended, or an exemption from registration thereunder.




                ---------------------------------------------------------------
                (Name)

                ---------------------------------------------------------------
                (Address)

                ---------------------------------------------------------------


                ---------------------------------------------------------------


                ---------------------------------------------------------------
                (Taxpayer Identification Number)



(Print Name of Holder)


By:
   -----------------------------------------------------------

Title:
      --------------------------------------------------------

Date:
     ---------------------------------------------------------


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