EXHIBIT 10.1

                                LICENSE AGREEMENT

THIS  LICENSE  AGREEMENT  ("AGREEMENT") IS MADE AND EFFECTIVE AS OF FEBRUARY 14,
2000 BY AND BETWEEN DAVID R. MORTENSON & ASSOCIATES, A TEXAS GENERAL PARTNERSHIP
("DRM"),  AND  XIT  SOLUTIONS.COM  INC., A NEVADA CORPORATION ("LICENSEE"), WITH
REFERENCE  TO  THE  FOLLOWING  FACTS:

A.     On  June  29,  1999,  DRM and Licensee entered into an agreement granting
       Licensee  certain  rights  for  the  use  of  DRM's oxygen-enriched water
       product  (the "Water Rights"). In consideration therefor, Licensee issued
       DRM  2,000,000  shares  of  Licensee's  common  stock  (the  "Shares").
       Subsequent  to  the  grant  of  the Water Rights, the underlying contract
       granting  DRM the rights to the technology to produce the oxygen-enriched
       water  came  into  dispute.  In  order  to  enable  Licensee to conduct a
       business  and  to  preserve the value of the Shares, DRM desires to grant
       additional  rights  to  Licensee  which  are  not  in  dispute.

B.     DRM  is  the holder of certain rights to an Internet marketing system for
       vitamins, minerals, nutritional supplements, and other health and fitness
       products  (the  "Products")  pursuant  to  an  agreement  between
       Vitamineralherb.com Corp. ("Vita"), a Nevada corporation, appended hereto
       as  Exhibit  C,  which rights include the right to grant licenses for use
       of  the  system  in  various  territories.

C.     Licensee  desires  to  market  the  Products  to  medical  professionals,
       alternative  health  and  fitness practitioners, martial arts studios and
       other  fund  raising  programs  and  other  similar  types  of  customers
       ("Customer(s)")  in the Territory, as hereinafter defined. Customers will
       be  able  to  buy  the  Products on a continuing basis through Vita's Web
       Site.


NOW THEREFORE, in consideration of the mutual promises, warranties and covenants
herein  contained,  the  parties  hereby  agree  as  follows:

1.     Scope of Agreement. This Agreement shall govern all Products sold through
       ------------------
       Vita's  Web  Site to Customer(s). Exhibit A contains detailed information
       regarding  specifications,  quality  control,  pricing  and  other  terms
       relating  to  the  Product(s)  to be ordered through Vita's Web Site. The
       parties  agree  that  Exhibit  A  will  be  amended  to  include  similar
       information  with respect to any future orders of the same product or any
       future  Product  ordered  by Vita by DRM, Licensee, or Customers. Pricing
       may be amended from time to time on the Web Site. The price posted on the
       Web Site at the time of order shall prevail. IN THE EVENT OF ANY CONFLICT
       BETWEEN  THE  TERMS OF THIS AGREEMENT AND ANY PURCHASE ORDER SUBMITTED BY
       CUSTOMER,  THE  TERMS  OF  THIS  AGREEMENT  WILL  CONTROL.


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2.     Grant  of  License;  Territory.  Territory shall be the country of Spain.
       ------------------------------
       DRM grants to Licensee the exclusive rights to market the Products in the
       Territory  through  the  Web  Site.

3.     Manufacture  of  Products.  All Products marketed through Vita's Web Site
       -------------------------
       shall be manufactured, packaged, prepared, and shipped in accordance with
       the  specifications  and requirements described on Exhibit A hereto as it
       may  be modified from time to time. Quality control standards relating to
       the  Product's  weight,  color,  consistency,  micro-biological  content,
       labeling and packaging are also set forth on Exhibit A. In the event that
       Exhibit  A  is  incomplete, Products shall be manufactured and shipped in
       accordance  with  industry  standards.

4.     Labeling;  Packaging.  Products  shall  be  labeled with Standard Labels,
       --------------------
       except  for  Private Label Products, as described herein. Standard labels
       shall  contain  all  information  necessary  to conform to regulatory and
       industry  requirements.

5.     Private  Label  Products.  Vitamins,  minerals,  herbs,  and  nutritional
       ------------------------
       supplement  products may be available for sale with labels customized for
       the  Customer  ("Private  Label  Products").  DRM shall cause supplier to
       affix  to  Private  Label Products labels furnished by Customer which are
       consistent with supplier's labeling equipment and meet all federal and/or
       state  labeling  requirements  for  the  Product(s)  ordered. Pricing for
       Private  Label  Products shall be as determined by supplier and posted on
       the  Web  Site  by  Vita, and the price posted on the Web Site at time of
       order  shall  obtain.

6.     Shipping.  Shipping  shall  be by UPS ground unless Customer requests and
       --------
       pays  for overnight shipping by UPS. Vita will post shipping and handling
       fees for overnight shipping on the Web Site. The price posted at the time
       of  order shall obtain. All orders from supplier's stock shall be shipped
       within seventy-two (72) hours of receipt of the order. Items not in stock
       (back orders) shall be shipped on a timely basis, but not later than four
       to  six  weeks  from  time  of  order.

7.     Products and Pricing. The initial pricing for the Product(s) is set forth
       --------------------
       on  Exhibit  A.  The  price  may  be  amended from time to time, and such
       amendments  will  be posted on the Web Site. The price shall be the price
       posted  at  the  time  of  order  shall  obtain.  Terms  are  payment  by
       credit card or electronic  funds  transfer  at  time  of  purchase.

8.     Minimum  Order  Quantities  for  Vitamin,  Mineral,  and/or  Nutritional
       ------------------------------------------------------------------------
       Supplements.  The  minimum  order quantity is 100 bottles per formulation
       for  standard  Products. Customer Formulas, as defined herein, shall have
       minimum  order  quantities  of  5,000  units.

9.     Web Site Maintenance; Fees. Vita shall maintain Vita's Web Site (the "Web
       --------------------------
       Site").  The  Web  Site  shall  post  current  prices  for  all Products.
       Customers  will  be  able  to  obtain  unique  identification  codes
       ("Userid(s)")  and  select passwords on the Web Site. Vita shall maintain
       the  Web  Site  in  a  manner  that  ensures  secure  Internet  financial
       transactions.  Licensee  shall pay Vita a maintenance fee of $500 yearly,
       beginning  on  the anniversary date of this Agreement, for maintenance of
       the  Web  Site.


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10.    Orders.  All  Products  shall  be  ordered  through  the  Web  Site.  In
       ------
       jurisdictions  in  which  sales tax would be collected on retail sales of
       the  Products,  Licensee shall ensure that each Customer provides a sales
       tax  ID  number  for  exemption from sales tax. Licensee shall assist its
       Customer  to  register  on  the Web Site. Each Customer shall be issued a
       Userid  and  shall  select  a  password upon registration. Upon ordering,
       Customer  must  pay  for  Product  by  credit  card,  debit  card,  or by
       electronic  funds  transfer ("e-check") and all funds will be remitted to
       Vita. Upon receipt of order, Vita will email the supplier to purchase the
       Product(s)  ordered.  Supplier  will  drop-ship the order directly to the
       Customer  in  accordance  with  Section  7,  "Shipping."

11.    Sharing  of Profits; Sales Reports. Licensee and Vita shall each receive
       ----------------------------------
       one-half  of  the  profit  on  all  sales  made  through  the Web Site by
       Licensee.  Vita  agrees  to  pay  supplier for the Product purchased upon
       receipt  of  cleared  funds.  Vita  will retain its one-half share of the
       profit  and  will  remit  the balance to Licensee by the tenth day of the
       month  following  sales.  Vita  further agrees to provide Licensee with a
       Monthly  Sales  Report of all sales made by Licensee through the Web Site
       detailing  the purchases from each Customer. Vita will e-mail the Monthly
       Sales  Report  to  Licensee  by the tenth day of the month following such
       sales.

12.    Warranties  and  Indemnification.  DRM  warrants  that  all  Products,
       --------------------------------
       including  Joint  Formula  Products  but  not  including Customer Formula
       Products, shall be fit for the purpose for which produced and shall be in
       full  and  complete  compliance  with  all local, state, and federal laws
       applicable  thereto.  DRM  warrants  that  all  Custom  Products shall be
       manufactured  in  accordance with Customer's specifications. DRM warrants
       that  all  non-Private  Label  Products shall be correctly and accurately
       described  on  each  label affixed thereto, and that all labeling affixed
       thereto  shall  be in full and complete compliance with all local, state,
       and  federal  laws  applicable  thereto.  DRM  warrants,  covenants  and
       certifies  that  its  supplier(s)'  manufacturing  facilities comply with
       applicable  federal,  state,  city,  county,  and  municipal laws, rules,
       regulations,  ordinances,  and codes in all material respects. DRM hereby
       agrees  to  indemnify,  hold harmless and defend Licensee, its Customers,
       Buyers,  affiliates, directors, officers, agents and representatives from
       and  against  any  loss, claim, and expense (including attorneys fees and
       costs,  and  costs  of  a  recall  of  Product) incurred or suffered as a
       consequence  of  DRM's  breach  of  its  product  warranties as set forth
       herein.

13.    Nature  of  Relationship.
       ------------------------

       (a)     This  Agreement  does  not constitute nor empower the Licensee as
               the  agent  or  legal  representative  of  DRM  for  any  purpose
               whatsoever.  Licensee  is  and will continue to be an independent
               contractor.

       (b)     The  arrangement  created  by  this  Agreement is not, and is not
               intended  to  be,  a  franchise or business opportunity under the
               United  States'  Federal  Trade  Commission  Rule:  Disclosure
               Requirements and Prohibitions Concerning Franchising and Business
               Opportunity Ventures and is not a franchise, business opportunity
               or  seller  assisted  marketing plan or similar arrangement under
               any  other  federal,  state,  local  or  foreign  law,  rule  or
               regulation.

       (c)     Licensee  is not prohibited by this Agreement from pursuing other
               business  opportunities  or  other  employment.


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<PAGE>
14.    Rights  in  Formulas.
       --------------------

       (a)     Customer Formulas. Any formula provided exclusively by Licensee's
               Customer  shall  be  owned  by  Customer  ("Customer  Formula"),
               provided  that  such  Customer  Formula  does  not  substantially
               duplicate  an  existing  Vita  formula.  Vita  agrees not to sell
               products to other customers using any Customer Formula during the
               period  in  which  Customer  is  ordering products containing the
               formula  and  for  so  long  as  Customer  continues  to purchase
               products  containing  the  Customer  Formula.

       (c)     Joint  Formulas.  If  Vita  and Customer jointly create a formula
               ("Joint  Formula"),  such  Joint Formula will be jointly owned by
               the  parties. Vita agrees not to sell products to other customers
               using  the  Joint  Formula during the period in which Customer is
               ordering  products containing the Joint Formula from Vita without
               written  permission  from  Customer.  In  the event that Customer
               fails to order a specific Joint Formula Product for a period of 3
               months,  Vita shall be free to sell products containing the Joint
               Formula  to  other  customers.

15.    Term  of  Agreement;  Breach of Agreement. This Agreement shall continue
       -----------------------------------------
       for three (3) years, and shall be automatically renewed unless one of the
       parties  provides  ninety  (90) days written notice of termination to the
       other  party. Licensee may terminate this Agreement for any reason at any
       time  upon  ninety  (90)  days  written  notice to DRM. In the event of a
       material  breach  of  this Agreement, the non-breaching party may provide
       written  notice  of breach. Upon notice from the non-breaching party, the
       breaching  party  shall have fourteen (14) days to cure the breach, after
       which  period,  if  not  cured,  the  Agreement  shall  be  automatically
       terminated.  In  no  event  shall  Vita  be required to accept or deliver
       product under any purchase order if Vita has not received the outstanding
       balance due on any previous purchase order in a timely manner. Failure to
       so  perform  shall  not  be  deemed  a  breach of this Agreement by Vita.

16.    Trade  Secrets.  Vita  and DRM and Licensee(s) are the owners of certain
       --------------
       products,  technology,  information, customer lists, services, processes,
       financial  information,  pending  or  prospective transactions/proposals,
       operating  and marketing plans and procedures, designs, product formulas,
       specifications,  manufacturing  methods,  ideas,  prototypes,  software,
       patent,  trademark  and copyright applications or registrations and other
       similar data relating to each party's business which data is not publicly
       known  and  derives  economic  value  from  not  being  publicly  known
       (collectively "Trade Secrets"). Each party agrees that it will not use or
       disclose  to  third  parties any Trade Secret it receives from the other,
       except  as  may be contemplated by this Agreement. Each party agrees that
       it will take all reasonable precautions to assure that no Trade Secret is
       conveyed  to any officer, employee, manufacturer or other third party who
       does  not  have a need to know such Trade Secret. The obligations created
       by this Section 10 shall survive the termination of this Agreement or any
       business  relationship between the parties. Any Trade Secret contained in
       any  writing  will  be  returned to the other party promptly upon written
       request,  together  with  any reproductions  thereof.

17.    Governing  Law;  Dispute Resolution. This Agreement shall be governed by
       -----------------------------------
       Texas  law  in  accordance with the Dispute Resolution Agreement attached
       hereto  as  Exhibit  B.


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18.    Miscellaneous  Provisions.  This  Agreement  constitutes  the  entire
       -------------------------
       Agreement between the parties and supersedes any prior or contemporaneous
       agreements,  oral  or  written.  This  Agreement may only be amended by a
       writing  signed  by  both parties. Any notice required or permitted to be
       given  under  this  Agreement  shall  be in writing and sent by telecopy,
       personal  delivery  or  certified  mail,  return  receipt  requested,  as
       follows:

       If  to  Vitamineralherb.Com,  Inc.:        Mr.  J.  P.  Beehner
                                                  3030  FM  518  Apt  221
                                                  Pearland  TX  77584-7817

       If to David R. Mortenson & Associates:     David  R. Mortenson, President
                                                  P.  O.  Box  5034
                                                  Alvin,  TX  77512-5034

       If  to  Licensee:                          XIT  Solutions.com  inc.
                                                  P.  O.  Box  5034
                                                  Alvin  TX  77512-5034

       Notice  shall  be  deemed  effective  upon  receipt  if made by confirmed
       telecopy,  personal  delivery  or  48  hours  after deposit in the United
       States  mail  with  the  required  postage.

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

XIT  SOLUTIONS.COM  INC.,                 DAVID  R.  MORTENSON  &  ASSOCIATES,
A  NEVADA  CORPORATION                    A  TEXAS  GENERAL  PARTNERSHIP

By:  /s/  J.P. Beehner               By: /s/ David R. Mortenson
   ------------------------------        ---------------------------------------
        J.P. Beehner, President              David R. Mortenson, General Partner


                                                                    Page 5 of 11
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                                    EXHIBIT A
                             PRODUCT SPECIFICATIONS


In the event of any inconsistency between the terms of Customer's purchase order
and  this  Product  Specification  Sheet,  this  Sheet  and  the  terms  of  the
Manufacturing  Agreement  shall  control.

Short  Product  Name: ______________________________

Exact  Product  Ingredients  and  Percentages:




Other  Product  Specifications:
Color: ____________ Tablet Type: ____________ Consistency: ____________
Weight: ____________ Bottle Size/Color: ____________ Bottle Count: ____________
Cotton Insert: ____ Bottle Seal: _____ Shrink Wrap Neck Band: _____ Silicon
Pack: _____
Micro-biological content: Customer to specify any requirements, if none
specified, product will be manufactured to industry standards.
Labels: Labels and/or boxes to be provided by Customer [identify any size]
__________
Labels/Boxes to be Received by [date] ____________________ to ensure timely
delivery
Master  Pack/Wrapping/Palleting  Requirements  (if  any):
Ship  to  Address: _________________________________________________
Order  Quantity:  (minimum  5,000  BOTTLES):  __________
Price:  ____________  FOB  IFM's  facility  in  San  Diego,  CA.
Delivery  Dates(s): ________________________________________________
Terms of Sale: 50% with submission of purchase order; 50% due upon completion of
manufacturing,  unless  otherwise  specified ____________________________
Purchase  Order  Number: ______________________________
Date  of  Purchase  Order: _______________________________


                                                                    Page 6 of 11
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                                    EXHIBIT B
                          DISPUTE RESOLUTION AGREEMENT

THIS  DISPUTE  RESOLUTION  AGREEMENT ("DISPUTE RESOLUTION AGREEMENT") IS ENTERED
INTO  AND  EFFECTIVE AS OF FEBRUARY 14, 2000 BY AND BETWEEN DAVID R. MORTENSON &
ASSOCIATES,  A  TEXAS GENERAL PARTNERSHIP, AND XIT SOLUTIONS.COM INC., A NEVADA
CORPORATION.

1.     INTENT  OF  PARTIES.  The  parties desire to establish a quick, final and
       -------------------
       binding  out-of-court  dispute resolution procedure to be followed in the
       unlikely event any dispute arising out of or related to the Manufacturing
       Agreement  dated  February 14, 2000 between the parties ("Agreement"). As
       used  in this Dispute Resolution Agreement, the term "dispute" is used in
       its  broadest  and  most  inclusive  sense  and  shall  include,  without
       limitation,  any  disagreement,  controversy,  claim,  or cause of action
       between  the  parties  arising  out  of,  related  to,  or  involving the
       Agreement  or  the  transactions evidenced by the Agreement (collectively
       "Dispute").

2.     NEGOTIATION. It is the intent of the parties that any Dispute be resolved
       -----------
       informally  and  promptly  through  good  faith  negotiation  between the
       parties.  Therefore,  in  the event of a Dispute between the parties, the
       following  will  apply:

        A.     Correspondence. Either party may initiate negotiation proceedings
               --------------
               by  writing  a  certified  or  registered  letter, return receipt
               requested, to the other party referencing this Dispute Resolution
               Agreement,  setting  forth  the  particulars  of the Dispute, the
               term(s)  of  the Agreement involved and a suggested resolution of
               the  problem. The recipient of the letter must respond within ten
               (10) days after its receipt of the letter with an explanation and
               response  to  the  proposed  solution.

        B.     Meeting. If correspondence does not resolve the Dispute, then the
               -------
               authors  of the letters or their representatives shall meet on at
               least  one  occasion  and  attempt  to  resolve  the matter. Such
               meeting  shall  occur  not  later  than thirty (30) days from the
               parties'  last correspondence. If the parties are unable to agree
               on  the  location of such a meeting, the meeting shall be held at
               DRM's  corporate  offices.  Should  this  meeting  not  produce a
               resolution of the matter, then either party may request mandatory
               mediation  (as  provided  below)  by  written notice to the other
               party.

3.     MEDIATION.
       ---------

        A.     Selection  of  Mediator. There shall be a single mediator. If the
               parties  cannot agree upon an acceptable mediator within ten (10)
               days  of  termination of the negotiation, each party shall select
               one  mediator  from  a  list  of not less than five (5) mediators
               provided  by  the other party. These two mediators shall select a
               third  mediator  who  shall  serve  as  the  sole  mediator.

        B.     Subject  to the availability of the mediator, the mediation shall
               occur  not  more  than  thirty  (30)  days  after the request for
               mediation.  The  mediation  shall  be held in Houston, Texas. The
               cost  of  mediation  shall  be  borne equally by the parties. The
               mediation  process  shall continue until the Dispute (or any part
               thereof)  is  resolved or until such time as the mediator makes a
               finding  that  there  is  no  possibility  of resolution short of
               referring  the  parties  to  final  and  binding  arbitration.


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<PAGE>
4.     FINAL  AND  BINDING  ARBITRATION.  Should  any  Dispute (or part thereof)
       --------------------------------
       remain  between  the  parties  after  completion  of  the negotiation and
       mediation  process  set  forth  above, such Dispute shall be submitted to
       final and binding arbitration in Houston, Texas. The arbitration shall be
       governed  by the laws of the State of Texas and the following provisions,
       which  shall supersede the Texas rules of civil procedure in the event of
       any  inconsistency:

        A.     Selection  of  Arbitrator(s). There shall be a single arbitrator,
               except  in the case where the amount in dispute exceeds $100,000,
               in  which  case  there shall be three arbitrators. If the parties
               cannot  agree  upon acceptable arbitrator(s) within ten (10) days
               of  the termination of the mediation, each party shall select one
               arbitrator  from  a  list  of  not less than five (5) arbitrators
               provided by the other party. These two arbitrators shall select a
               third  arbitrator  who  shall serve as the sole arbitrator or the
               third  arbitrator,  as  the  case  may be. The determination of a
               majority  of  the arbitrators or the sole arbitrator, as the case
               may  be,  shall  be  conclusive  upon  the  parties  and shall be
               non-appealable.

        B.     Discovery.  No  discovery shall be permitted, absent a showing of
               ---------
               good  cause.  Any  discovery  request should be reviewed with the
               knowledge  that  this  dispute  resolution  process  was mutually
               agreed  upon  and bargained for by the parties with the intent to
               provide a cost-effective and timely method of resolving disputes.
               Any discovery granted by the arbitrator should be limited to that
               necessary  to  protect  the  minimum  due  process  rights of the
               parties.

        C.     Equitable  Remedies.  Any  party  shall  have the right to seek a
               -------------------
               temporary  restraining order, preliminary or permanent injunction
               or writ of attachment, without waiving the negotiation, mediation
               and  arbitration provision hereof. Any other form of equitable or
               provisional  relief  and  all substantive matters relating to the
               Dispute  shall  be  determined  solely  by  the  arbitrator(s).

        D.     Attorney's Fees; Arbitration Costs. Each party may be represented
               ------------------------------------
               by an attorney or other representative selected by the party. The
               costs  of  the arbitration shall be borne equally by the parties.
               Each  party  shall  bear its own attorneys'/representatives' fees
               and  costs;  provided that if the arbitrator(s) find either party
               has  acted  in bad faith, the arbitrator(s) shall have discretion
               to  award  attorneys'  fees  to  the  other  party.

        E.     Scope  of  Arbitration;  Limitation  on  Powers of Arbitrator(s);
               -----------------------------------------------------------------
               Applicable  Law;  No party may raise new claims against the other
               ---------------
               party  in  the  arbitration  not  raised  in  the  mediation. The
               arbitrator  shall  have the power to resolve all Disputes between
               the  parties. The arbitrator(s) shall not have the power to award
               treble,  punitive  or  exemplary  damages  and the parties hereby
               waive  their  right  to  receive  treble,  punitive  or exemplary
               damages,  to the extent permitted by law. The arbitrator(s) shall
               only interpret and apply the terms and provision of the Agreement
               and  shall  not  change  any  such terms or provisions or deprive
               either  party  of  any  right  or  remedy  expressly or impliedly
               provided  for in the Agreement. The arbitrator(s) shall apply the
               law  of the State of Texas, or federal law, in those instances in
               which  federal  law  applies.


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<PAGE>
        F.     Designation  of  Witnesses/Exhibits;  Duration  of  Arbitration
               -----------------------------------------------------------------
               Process;  Written  Decision. At least thirty (30) days before the
               arbitration  is scheduled to commence, the parties shall exchange
               lists of witnesses and copies of all exhibits intended to be used
               in arbitration. The arbitration shall be completed within 90 days
               of the selection of the first arbitrator. The arbitrator(s) shall
               render  a  written  decision, which contains findings of fact and
               conclusions  of  law,  within  30  days  of the conclusion of the
               arbitration and shall specify a time within which the award shall
               be performed. Judgment upon the award may be entered in any court
               of  competent  jurisdiction.

5.     MISCELLANEOUS
       -------------

        A.     Enforcement  of  Negotiation/Mediation  Provisions.  If  a  party
               --------------------------------------------------
               demanding  such  compliance  with  this Agreement obtains a court
               order  directing  the  other  party  to  comply with this Dispute
               Resolution  Agreement,  the  party  demanding compliance shall be
               entitled  to  all  of its reasonable attorneys' fees and costs in
               obtaining  such  order,  regardless  of  which  party  ultimately
               prevails  in  the  matter.

        B.     Severability.  Should  any  portion  of  this  Dispute Resolution
               ------------
               Agreement  be  found  to be invalid or unenforceable such portion
               will  be  severed from this Dispute Resolution Agreement, and the
               remaining  portions shall continue to be enforceable unless to do
               so  would  materially  alter  the  effectiveness  of this Dispute
               Resolution  Agreement  in  achieving  the  stated  intent  of the
               parties.

        C.     Confidentiality. The parties agree that they will not disclose to
               ---------------
               any  third  party  that  (1)  they  are  engaged  in  the dispute
               resolution  process  described herein, (2) the fact of, nature or
               amount  of any compromise resulting herefrom, or (3) the fact of,
               nature  or  amount of any arbitration award. This confidentiality
               obligation  shall  not  extend to the party's employees, spouses,
               accountant,  bankers,  attorneys or insurers or in the event that
               disclosure  is  otherwise  required  by  law.

        D.     Time  to  Initiate  Claims.  An aggrieved party must mail and the
               --------------------------
               other  party  must  receive  the  correspondence  which initiates
               negotiation proceedings in connection with a Dispute as specified
               in  Paragraph  2(A)  (1)  within  one  (1)  year  of the date the
               aggrieved  party  first  has,  or with the exercise of reasonable
               diligence  should have had, knowledge of the event(s) giving rise
               to  the  Dispute  (the  "One  Year  Statute  of Limitations"). No
               Dispute  may  be  raised  under this Dispute Resolution Agreement
               after  the  expiration  of  the  One Year Statute of Limitations.

        E.     Entire Agreement. These dispute resolution provisions express the
               ---------------
               entire  agreement  of  the  parties  and  there  are  no  other
               agreements,  oral  or  written,  concerning  dispute  resolution,
               except as provided herein. Any ambiguity in the provisions hereof
               shall  not  be  construed  against  the  drafter.  This  Dispute
               Resolution  Agreement may only be modified in a writing signed by
               both  parties.


                                                                   Page 9 of 11
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        F.     Successors. This Dispute Resolution Agreement is binding upon and
               ----------
               inures  to  the  benefit  of  the  parties,  their agents, heirs,
               assigns,  successors-in-interest,  and  any  person,  firm  or
               organization  acting  for  or  through  them.

        G.     Venue  and Jurisdiction. Venue and exclusive jurisdiction for any
               -----------------------
               action  arising  out  of  or  related  to this Dispute Resolution
               Agreement  (including,  but  not  limited  to,  equitable actions
               contemplated  by  Section 4 (C) and actions brought to enforce or
               interpret  this  Dispute  Resolution  Agreement)  shall be in the
               state  courts  for  the  County  of Harris, Texas, or the federal
               court  for  the  Southern  District  of  Texas.

        H.     Notice.  Any  notice  or  communication  required  to  be  given
               ------
               hereunder  shall be in writing and shall be mailed via the United
               States  Postal  Service  by  Certified  Mail  or Registered Mail,
               Return  Receipt  Requested,  or  by  Federal  Express  or  other
               overnight  courier which can document delivery, to the address of
               the  party  to be served as shown below (or such other address as
               the  party  shall from time to time notify). Such notice shall be
               deemed  to have been served at the time when the same is received
               by  the  party  being  served.

  If to David R. Mortenson & Associates:     David R. Mortenson, Gen. Partner
                                             P.  O.  Box  5034
                                             Alvin  TX  77512-5034
                                             Fax:  281-388-1047
                                             Phone:  281-388-5580

  If  to  XIT  SOLUTIONS.COM  INC.:          J.P.  Beehner
                                             3030  FM  518  Apt  221
                                             Pearland,  TX  77584-7817
                                             Fax:  281-331-9442
                                             Phone:  713-436-2787

          I.   Acknowledgment  of  Legal  Effect  of  this  Dispute  Resolution
               ----------------------------------------------------------------
               Agreement.  By  signing  this  Dispute  Resolution Agreement, the
               parties  acknowledge  that they are giving up any rights they may
               possess  to  have  Disputes  litigated  in a court and are hereby
               waiving  the  right  to  a  trial  by  jury.  The parties further
               acknowledge  that  they  are  agreeing  to  a one year statute of
               limitations  regarding  all  Disputes and that they are giving up
               their  judicial  rights  to  discovery and to appeal, unless such
               rights  are specifically set forth above. The parties acknowledge
               that  if  they refuse to submit to the provisions of this Dispute
               Resolution  Agreement they may be compelled to do so. The parties
               acknowledge that they have had the opportunity to consult counsel
               regarding the meaning and legal effect of this Dispute Resolution
               Agreement  and  enter  into  it  knowingly  and  voluntarily.


                                                                   Page 10 of 11
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IN  WITNESS  WHEREOF,  the  parties  have  entered  into this Dispute Resolution
Agreement  as  of  the  date  first  above  written.

XIT  SOLUTIONS.COM  INC.                   DAVID  R.  MORTENSON  &  ASSOCIATES,
A  NEVADA  CORPORATION                      A  TEXAS  GENERAL  PARTNERSHIP

By: /s/ J.P. Beehner               By:  /s/ David  R. Mortenson
    ---------------------------               ----------------------------------
        J.P. Beehner, President             David  R. Mortenson, General Partner


                                                                   Page 11 of 11
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