SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                   FORM 10-QSB/A

             [X] Quarterly report pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                 For the quarterly period ended October 31, 2001

    [ ] Transition report pursuant to Section 13 or 15(d) of the Exchange Act

                         Commission file number 0-25659


                           VIRILITEC INDUSTRIES, INC.
        (exact name of small business issuer as specified in its charter)

                                    Delaware
                         (State or other jurisdiction of
                         incorporation or organization)

                                   11-3447894
                        (IRS Employer Identification No.)

                236 Broadway Ave., Suite 201, Brooklyn, NY 11211
                    (Address of principal executive offices)

                            (800) 775-0712 ext. 4144
                         (Registrant's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 of 15(d) of the  Exchange  Act during  the past 12  months,  and (2) has been
subject to such filing requirements for the past 90 days.

YES [X]    NO [  ]

As of October 31, 2001 the Registrant  had 4,739,130  shares of its Common Stock
outstanding

Transitional Small Business Disclosure Format:     YES [  ]    NO [X]

<PAGE>

                              Index to Form 10-QSB
                     For the Quarter ended October 31, 2001

<TABLE>
<S>                                                              <C>


                                                                 Page

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

     Balance Sheet as of October 31, 2001                          3

     Statement of Income for the three months ended                4
     October 31, 2001 and 2000

     Statement of Cash Flows for the three months ended            5
     October 31, 2001 and 2000

     Notes to the Financial Statements for the three months        6
     ended October 31, 2001

Item 2.  Management's Discussion and Analysis                     7-10

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings                                          11

Item 2.  Changes in Securities                                      11

Item 3.  Defaults Upon Senior Securities                            11

Item 4.  Submission of Matters to a Vote of Security Holders        11

Item 5.  Other Information                                          11

Item 6.  Exhibits and Reports on Form 8-K                           12

</TABLE>

                                       2

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1. Financial Statements

                           VIRILITEC INDUSTRIES, INC.
                                 BALANCE SHEET
                              AT OCTOBER 31, 2001
                                  (UNAUDITED)


                                     Assets

<TABLE>
<S>                                                                                       <C>

Current Assets
     Cash and cash equivalents                                                                    $ 250
     Receivables - net                                                                           15,760
     Advances to officer                                                                         18,537
     Other current assets                                                                           992
                                                                                          ------------------
       Total current assets                                                                      35,539
Other Assets                                                                                      6,588
                                                                                          ------------------
       Total assets                                                                              42,127
                                                                                          ==================

                      Liabilities and Shareholder's Equity

Current Liabilities
     Accounts payable and accrued liabilities                                                    10,192
                                                                                          ------------------
       Total current liabilities                                                                 10,192

 Shareholder's Equity
     Common Stock, $.0001 par value; authorized 20,000,000 shares;                                  474
          issued and outstanding - 4,739,130
     Paid in Capital                                                                            255,860
     Accumulated deficit                                                                       (224,399)
                                                                                          ------------------
       Total Shareholder's Equity                                                                31,935

        Total liabilities and shareholder's equity                                             $ 42,127
                                                                                          ==================

Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial statement.

</TABLE>

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                            STATEMENT OF OPERATIONS
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                  (UNAUDITED)

<TABLE>
<S>                                                        <C>                      <C>
                                                                        Three months ended
                                                           October 31, 2001         October 31, 2000
                                                          -------------------------------------------------

Revenue                                                           $ 7,200                  $ 19,200

Operating expenses:
       Research & Development                                       5,500                         -
       Consulting                                                   5,092                         -
       Rent                                                           900                       600
       Depreciation                                                     -                       300
       Amortization                                                   213                       213
       Professional fees                                              500                     8,075
       Selling, general and administrative expenses                 2,113                       120
                                                             -----------------        -----------------
          Total operating expenses                                 14,317                     9,308

          Loss before other income (expense)                       (7,117)                    9,893

Other income (expense):
       Interest income                                                  -                         -
                                                             -----------------        -----------------
          Total other income (expense)                                  -                         -

                                                             -----------------        -----------------
Net Loss                                                            (7,117)                   9,893
                                                             =================        =================

Basic weighted average common shares outstanding                 4,739,130                4,716,130
                                                             =================        =================

Basic Loss per common share                                       $ (0.002)                 $ 0.002
                                                             =================        =================

Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial statement.

</TABLE>

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                            STATEMENT OF CASH FLOWS
                FOR THE QUARTERS ENDED OCTOBER 31, 2001 AND 2000
                                  (UNAUDITED)

<TABLE>
<S>                                                                 <C>                     <C>
                                                                                Three months ended
                                                                    October 31, 2001        October 31, 2000
                                                               ------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                                         $ (7,117)               $ 9,893
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
              Depreciation and amortization                                    213                    513
              Office rent applied to paid in capital                             -                    300


Changes in Operating assets and liabilities:
              Accounts Receivable and other current assets                 (21,257)               (19,200)
              Accounts Payable and Accrued Liabilities                       6,192                 (2,775)
                                                                      ----------------       ----------------
Net cash provided by/(used in) operating activities                        (21,969)               (11,270)


CASH FLOWS FROM INVESTING ACTIVITIES:

              Purchase of Property and equipment                                 -                      -
              Payment for license                                                -                      -
                                                                      ----------------       ----------------

Net cash provided by/(used in) investing activities                              -                      -


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
                Issuance of common shares                                        -                  1,800
                Cost of common share offering                                    -                      -
                                                                       ----------------      ----------------

Net cash provided by/(used in) financing activities                              -                  1,800
                                                                       ----------------      ----------------
Net increase (decrease) in cash and cash equivalents                       (21,970)                (9,470)
Cash and cash equivalents, beginning of period                              22,220                 20,117
                                                                       ----------------      ----------------

Cash and cash equivalents, end of period                                     $ 250               $ 10,647
                                                                       ================      ================

Read the accompanying summary of significant accounting policies and notes to
financial statements, both of which are an integral part of this financial statement.

</TABLE>

<PAGE>

                           VIRILITEC INDUSTRIES, INC.
                        NOTES TO THE FINANCIAL STATEMENTS

                                   (Unaudited)

                                OCTOBER 31, 2001


NOTE 1 - BASIS OF PRESENTATION

         The   accompanying   unaudited   financial   statements   of  Virilitec
Industries,  Inc.  have been  prepared in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions  to Form 10-QSB and Article 10 of  Regulation  S-X.  The  financial
statements  reflect all adjustments  consisting of normal recurring  adjustments
which,  in the opinion of management,  are necessary for a fair  presentation of
the results for the periods shown.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements.

         These  financial  statements  should  be read in  conjunction  with the
audited  financial  statements  and  footnotes  thereto  included  in  Virilitec
Industries,  Inc.'s  Form  10K-SB  as filed  with the  Securities  and  Exchange
Commission.

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and that effect the reported  amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

         The accompanying  financial  statements  reflect Virilitec  Industries,
Inc. is no longer  considered to be in the  development  stage.  From  inception
(August 11, 1998) through July 31, 2001, The Company was considered to be in the
development stage.

NOTE 2 - REVENUE RECOGNITION

         The company  currently  recognizes  revenue in the form of  distributor
fees  derived  principally  from  commissions  received  on the sale of product.
Revenue is recognized when agent orders are filled by the manufacturer.

         In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff  Accounting  Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition,"  which
provides guidance on the recognition,  presentation and disclosure of revenue in
financial  statements  filed with the SEC. SAB 101  outlines the basic  criteria
that must be met to  recognize  revenue and  provide  guidance  for  disclosures
related to revenue  recognition  policies.  Management  believes that  Virilitec
Industries,  Inc.'s  revenue  recognition  practices are in conformity  with the
guidelines of SAB 101.

NOTE 3 - NET EARNINGS (LOSS) PER SHARE

         Earnings (Loss) per common share are calculated under the provisions of
SFAS No. 128,  "Earnings per Share," which  establishes  standards for computing
and presenting  earnings per share.  SFAS No. 128 requires the Company to report
both basic  earnings  (loss) per share,  which is based on the  weighted-average
number of common  shares  outstanding  during the period,  and diluted  earnings
(loss) per share, which is based on the weighted-average number of common shares
outstanding plus all potential dilutive common shares  outstanding.  Options and
warrants are not considered in  calculating  diluted  earnings  (loss) per share
since considering such items would have an anti-dilutive effect.

<PAGE>

Item 2. Plan of Operations

         The  following  discussion  should  be read  in  conjunction  with  the
financial  statements  and  related  notes  that  are  included  under  Item  1.
Statements  made  below  which  are not  historical  facts  are  forward-looking
statements.   Forward-looking   statements   involve   a  number  of  risks  and
uncertainties  including,  but not limited to, general economic conditions,  our
ability  to  complete  development  and then  market our  services,  competitive
factors and other risk factors as stated in other of our public filings with the
Securities and Exchange Commission.

Overview

         The  Company  was  formed  to  license   and   distribute   a  line  of
bioengineered virility nutritional  supplements,  designed to enhance human male
sperm count and potency (the "Product"). The Product is a nutritional supplement
derived from natural  materials  and  compounds.  While the Company  believes it
contains  properties that could stimulate human male sperm production and sexual
virility,  it does not make any claims  whatsoever that the Product does in fact
induce the desired results.  The Company has not clinically  tested the Product,
nor has it  been  clinically  tested  in a  previous  formulation.  There  is no
statistical data to support any claims of effectiveness and the Company makes no
such clinical claims. In this manner, the Product could be compared to a vitamin
or herb, in that it is a nutritional supplement taken by individuals who believe
that such  supplements will have an effect upon a certain  condition  whether or
not such result has been determined  clinically to be a product of utilizing the
supplement.  There are other nutritional  supplements that claim to have similar
effectiveness as the Company's  Product.  However,  to the Company's  knowledge,
none of them have demonstrated recognized clinical effectiveness.

         On August 25, 1998,  the Company  entered into a 50 year  Licensing and
Distribution  Agreement  with  Vitahealth,   whereby  the  Company  was  granted
exclusive  rights to distribute the Product.  Under terms of the agreement,  the
Company's  independent sales agents place sales orders directly with Vitahealth,
which fills such orders.  The sales agents pay Vitahealth upon order  placement,
and  Vitahealth,  acting as  collections  agent for the  Company,  forwards  the
Company's portion of the sales proceeds to the Company. Vitahealth has agreed to
periodic  reviews of its order  receipts  in order to ensure that the Company is
receiving its appropriate revenue.

                                       3

<PAGE>

         The  Company  has  paid  an  initial  non-refundable  one  time  $8,500
licensing fee to Vitahealth.  The Company will also pay Vitahealth an annual fee
of $10,000,  beginning 90 days after the Product is  manufactured  and ready for
delivery to the Company's agents and then annually thereafter on the anniversary
of the first  payment's  due date,  as long as the  Licensing  and  Distribution
Agreement has not been terminated for any reason before the date such payment is
due. Due to Vitahealth's delays in producing the Product,  Vitahealth has agreed
to waive the  licensing fee until July 31, 2001.  The  agreement  also calls for
Vitahealth  to be paid $1.45 per  capsule of the  product - to be sold in thirty
day supplies (the  Product's  expected  minimum usage period before a user would
potentially achieve positive results). The Company is currently distributing the
Product to its sales  agents for $1.85 per  capsule  (thereby  making  $0.40 per
capsule),  and the Company's independent sales agents are currently selling them
for approximately $2.15 to $2.25 per capsule.

         Vitahealth  and the  Company  have agreed upon  certain  minimal  sales
quotas to be maintained for the agreement to remain in effect.  Should the sales
levels  fall  below  the  sales  quotas,  the  Company  shall  have the right to
terminate the Licensing and Distribution Agreement.  The sales quotas follow the
following schedule;  a) within the 2nd month of production and sales - a minimum
of 22,500 capsules,  b) within the 3rd month of production and sales - a minimum
of 55,000 capsules,  c) within the 6th month of production and sales - a minimum
of 150,000 capsules,  d) a minimum of 200,000 capsules for every month following
the end of the 6th month of production and sales of the product. There is also a
10%  increase in the sales  quota  effective  annually  on January 1,  beginning
January 1, 2000.  The Company and  Vitahealth  are currently  renegotiating  the
terms for the quotas.

         On August 9, 2001, the Company  entered into an agreement with Meditech
International KFT/LTD, a corporation formed and based in Hungary, to finance the
development  and  manufacture  of a cream and spray for use by people  suffering
from  psoriasis  and  another  neutracudical  product.  Under  the  terms of the
Agreement,  the Company will invest $200,000 by September 15, 2002 in return for
profits from these products  ranging from 67% to 74%.  Neither of these products
are regulated as drugs and no claims of medicinal value are claimed.

Results of Operations

Three and months ended October 31, 2001 and 2000

         During the three month  period  ending  October 31,  2001,  the Company
incurred a loss of $7,117  compared  to a profit of $9,893  for the same  period
ended  October 31,  2000.  The company  generated  revenues for the three months
ended  October 31, 2001 in the amount of $7,200,  as compared to $19,200 for the
same period in the prior year.  Operating  expenses during the quarter increased
to $14,317 from $9,308 in the corresponding quarter in 2000.

         During the three month  period  ending  October 31,  2001,  the Company
incurred a loss of $7,117  compared to  generating a profit  $9,893 for the same
period ended  October 31, 2000.  This was primarily due to a decrease in revenue
for the three months ended  October 31, 2001  compared to the same period in the
prior year as well as an increase in research  and  development  and  consulting
expenses.  The Company has an accumulated  deficit since  inception  (August 11,
1998) of $224,399.  The losses since inception were primarily driven by expenses
incurred to bring the Company operational.

                                       4

<PAGE>

Revenues

         During the three month period  ending  October 31, 2001,  the Company's
revenues  were $7,200  compared to $19,200 for the same period ended October 31,
2000.  Revenues are in the form of  distributor  fees derived  principally  from
commissions  received  on the sale of Product.  Sales of the Product  during the
period  decreased  from  $103,226  during last year's  quarter to $38,710 in the
recently completed quarter.

Operating Expenses

         During the three months ended  October 31, 2001,  the company  incurred
$14,317 in operating  expenses as compared to $9,308 in the same period in 2000.
This increase was primarily  driven in the area of research and  development  of
$5,500  relating to the new products and consulting fees in the amount of $5,092
due to contractual  commitments  entered into by the Company during this current
quarter. These higher expenses were offset by a decrease of approximately $7,500
in  professional  fees over the same period in 2000 due to reporting  compliance
requirements.

Material changes in financial condition, liquidity and capital resources

         At October 31, 2001, the Company had $250 in cash and cash  equivalents
compared  to $10,647  for the same  period in 2000.  The  Company  had a working
capital of approximately $25,347 at October 31, 2001 compared to $26,084 for the
same period in 2000. Net cash used in operating  activities for the three months
ended  October 31,  2001 was $21,969  compared to $11,270 for the same period in
2000 and $52,761.  Cash used was mainly  attributable to the operating  expenses
related  to  operations  as  well  as  changes  in  net  operating   assets  and
liabilities.

         No cash was used in  investing  activities  for the three  months ended
October 31, 2001 or for the three months ended October 31, 2000.

         Net cash provided by financing activities was zero for the three months
ended October 31, 2001 and $1,800 for the same period in 2000. These amounts are
primarily attributable from sale of shares through private placements.

General Operations/Liquidity

         As the Company only recently began to sell the Product, it is difficult
for management to evaluate the growth curve of Product sales.  Additionally,  it
is expected that the delays  involved with  initiating  production has tarnished
the earlier market  'excitement'  for human sexual virility and potency products
created by Viagra(R). When considering those factors,  Management believes it is
likely that the initial sales quotas will not be met and it will have a right to
terminate the Vitahealth  Agreement  pursuant to the sales quota clauses present
in the agreement.  Having considered the various factors involved with its right
to terminate the agreement based on sales quota requirements,  management has no
plans to do so at this time. It is management's  opinion, that there is a market
for a human sexual  potency  nutritional  supplement  and is fully  committed to
providing  Vitahealth  with the  opportunity  to be the sole  supplier of such a
product to the Company.  While the Company continues to review the sales numbers
and retains the right to reevaluate its position on an ongoing basis,  there are
no plans or intentions at this time to exercise the Company's right to terminate

                                       5

<PAGE>

the Vitahealth  agreement due to sales quotas for at least nine months following
initial production and sale of the Product.

         While the Company is committed to retaining Vitahealth as its supplier,
there is no guarantee  that  Vitahealth's  production  delays or lack of Product
salability,   as  evidenced  by  underpreforming  the  sales  quotas,  will  not
necessitate  the eventual  termination of the Vitahealth  agreement.  Should the
agreement  be  terminated  for any reason,  the Company at this time  intends to
locate  another  provider  of human  sexual  potency  and  virility  nutritional
supplements to become its supplier.  There is no guarantee that the Company will
be able to locate and retain such a provider  and the Company has not even begun
to attempt to locate one. The Company continually  evaluates the business market
to attempt to place itself at the most  profitable  position.  While the Company
currently intends to continue to operate as discussed, there can be no guarantee
that  uncontrollable  variables  will  not  force a  substantive  change  in the
Company's operation or plans of operation.

         At present  the  primary  cash  outlays of the  Company  are for travel
expenses and legal and  accounting  fees  incurred by the Company as it prepares
filings associated with being a reporting company (quarterly  unaudited reports,
annual reports,  etc.). Management believes that between cash on hand, cash flow
from revenues and anticipated  equity  financing there will be sufficient  funds
for the Company's  operations for the next 12 months,  although the Company does
not have specific plans how it will raise any funds.  The Company  believes that
further  costs  (such as salary  for Mrs.  Roth) are  expected  to be covered by
revenue generated by the Company's sales. The agreement with Mrs. Roth calls for
her to be paid up to $40,000 from the  proceeds of sales of the Product.  Should
sales  levels  not  allow for her to  receive  her full  compensation,  she will
receive  compensation  from available funds after the Company  satisfies all its
other obligations. The only other anticipated expense not currently provided for
is the advertising  budget.  Management is currently  exploring  various options
including  the sale of  additional  stock  and/or  warrants,  bank  financing or
personal loans by management or family members.

         The Company does not expect to purchase or sell a plant or  significant
amounts  of  equipment.  The  Company  intends  to retain  marketing  and public
relations consultants as necessary,  and to hire support staff for its President
only if warranted by its sales volume on an as needed basis.

New Product

         As disclosed  above,  the Company has  committed to invest  $200,000 by
September 15, 2002 in a foreign  corporation for the development and manufacture
of a cream and spray for use by people with psoriasis and another product in the
neutracudical  field.  By  expanding  its product  line,  the  Company  hopes to
increase its revenues. In order to fund its obligations,  the Company intends to
commence  an equity  financing  during  the first half of 2002 to raise up to $1
million.  The Company has no specific plans as to how it will raise these funds.
No assurance can be given that the financing will be successful.

Scientific Advisory Board

         During the quarter,  the Company formed a Scientific  Advisory Board to
consist of people with experience in medicine and related fields for the purpose
of having  access to  qualified  people to advise the Company with regard to its
existing products and to review additional products.

         During  August,  the Company  appointed Dr.  Albert M.  Lefkowitz to be
Chairman of the Scientific  Advisory  Board.  Dr.  Lefkowitz is a world renowned
medical  doctor  with  a  specialty  in  dermatology.  Dr.  Lefkowitz  has  been
associated  with the Mt. Sinai School of Medicine in New York City for more than
35 years and has received  numerous  honors and awards.  Dr.  Lefkowitz has also
been associated with the New York Medical College since 1966. Dr.  Lefkowitz has
performed  research work on lupus  erythematosus  at the State University of New
York,  has  authored  fourteen  papers  in the  field  of  dermatology  and  has
participated in lectures and presentations in over forty programs.

         The Company also appointed Jerry G. Kilgore to the Scientific  Advisory
Board.  Mr.  Kilgore has been employed  since 1984 as the President of MicroTech
Medical.  From 1974 to 1981 he was a developmental  microbiologist at St. Joseph
Hospital,  Denver,  Colorado  during  which  time he  participated  in  numerous
microbiology  projects with primary emphasis on the effects of antibiotics.  Mr.
Kilgore was the  laboratory  director at the U.S. Kirk Army  Hospital,  Aberdeen
Proving Ground, Maryland from 1968 to 1972 where he was directly responsible for
all aspects of operations relating to the clinical laboratory.  Mr. Kilgore is a
Certified  Medical  Technologist  registered by the American Society of Clinical
Pathology,  has been a frequent  speaker at numerous  workshops and seminars and
either  authored or  contributed  to over  twenty  technical  publications.  Mr.
Kilgore has a B.S. in Medical  Technology from Ohio State University and an M.A.
in Health Facility Management from Webster College in St. Louis, Missouri.

                                       6

<PAGE>

                                     PART II
                                OTHER INFORMATION

Item 1. Legal Proceedings

        None.

Item 2. Changes in Securities

        None

Item 3. Defaults Upon Senior Securities

        None.

Item 4. Submission of Matters to Vote of Security Holders

        None.

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K.

        Agreement with Meditech kft

                                       7

<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the 1934 Exchange Act, the registrant
caused this report to be signed on its behalf by the  undersigned,  thereto duly
authorized.

VIRILITEC INDUSTRIES, INC.



By:  /s/Bella Roth
     Bella Roth, President


December 14, 2001


                                       8

<PAGE>


                                    AGREEMENT

         This  Agreement  made  as  of  this  9th  day  of  August,   2001  (the
"agreement")  by  and  between  Virilitec  Industries,  Inc.  ("Virilitec")  and
Meditech kft (the "Company").

                                   WITNESSETH

         Whereas,  the  Company  will  develop  two  kinds of  products  for the
treatment of psoriasis a cream and a spray with the name Powmaxi, a reformulated
and modified formula of Vipsogal and, will obtain the required  ingredients from
Romania,  Bulgaria,  Slovenia,  Croatia (HR) and Yugoslavia/the  "CREAM" and the
"Spray"  respectively/And  a second cream  together with two kinds of tea in the
neutracudical field.

         Whereas,  the Company  requires  financing to complete  development and
manufacture of the Cream and the Spray, and

         Whereas, Virilitec is interested in providing financing to the Company.

         Now,  Therefore,  in  consideration  of the  foregoing  and the  mutual
covenants  and  conditions  hereinafter  contained,  and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby mutually agree as follows:

         1. On August 14, 2001,  Virilitec will deliver USD 5,500 to the Company
and  February  25,  2002,  Virilitec  will deliver USD 24,500 to the Company and
additional  payments of USD 25,000 will be made by the end of March and May 2002
and USD 50,000 by the end of July and August  2002,  and USD 20,000 by September
15, 2002 for a total of USD 200,000.

         2. In consideration of such funds, Virilitec will be entitled to 67% of
the Company's  profits.  For purposes of this Agreement,  profits shall mean the
sale price of the Cream less expenses, which expenses shall not exceed USD 4 per
six ounce tube or USD 2 per three  ounce  tube.  The Cream will be  marketed  in
three and six ounce  tubes  and shall be sold at a  wholesale  price of not less
than USD 22 per six ounce tube and USD 11 per three ounce tube. The price of the
second kind of cream shall not exceed more than USD 45 for  wholesale and retail
not more than USD 75. Once the Company's profits exceed USD 1 million, Virilitec
shall be entitled to 74% of the profits.  A similar costs and expense  structure
shall so apply to the Spray. Virilitec's right to these profit streams shall not
be reduced by any  additional  investments  into the Company by other  person or
entities, whether made in the form of debt or equity.

         3. Included in the Company's  expenses  shall be the cost of one or two
individuals  designated  by  Virilitec  to monitor  and  oversee  the  Company's
operations on behalf of Virilitec and should be pay by the Company.

         4. The Company  should do its best effort to have available for sale at
least 50,000 tubes of the Powmaxi and 50,000 of the neutracudical package by the
end of October, 2002.

         5. Virilitec  will assist the company for marketing and  advertising in
its  discretion  and these expenses will not be attributed to the cost of a tube
of Cream.

         6. In  addition  to the Cream and the  Spray,  the  Company  shall also
transfer, or cause to be transferred, to the Company all rights and interests to
ointments and sprays for eczema,  acne and dermatitis owned by its principals or
related entities. The Company and Virilitec shall negotiate agreements for these
other treatments.

<PAGE>

         7. Virilitec  shall have the right to review the Company's  progress at
any time after its payment of March 25, 2002 to determine  if it shall  continue
the term of this  Agreement.  Once  Virilitec  makes its  intial  payment to the
Company,  this  Agreement  may not be  terminated  without the  express  written
consent of Virilitec.

         8.  Within  forty-five  days of the close of each fiscal  quarter,  the
Company shall forward to Virilitec the amount of funds due hereunder  along with
an  explanation  showing  the  calculation  used to derive  the  amount  owed to
Virilitec.  Upon  request by  Virilitec,  the  Company  shall make its books and
records available to Virilitec so Virilitec may review them to its satisfaction.

         9. The Company shall not,  during the term of this  Agreement,  make or
permit any other person or entity to make, any sales of Cream or Spray except in
accordance with the provisions of this Agreement.

         10. The Company  agrees to indemnify and hold  Virilitec  harmless from
any and all claims, liabilities,  judgments,  penalties,  losses, costs, damages
and expenses arising from the usage of the Cream or Spray.

         11.  Virilitec is not an employee or agent of, or joint  venturer with,
or partner of the  Company but is merely  entitled to a return of profits  based
upon  its  investment.  The  Company  may not  make  any  public  statements  or
advertisements using Virilitec's name without Virilitec's prior written consent.

         IN  WITNESS  WHEREOF,  each  of the  parties  hereto  has  caused  this
Agreement to be signed by it or on its behalf by its duly  authorized  signatory
or signatories as of the date written above.



VIRILITEC INDUSTRIES, INC.                 MEDITECH KFT



By:________________________                 By:___________________________
     Name: Bella Roth                            Name: Klara Penzes
     Title: President                            Title: Chairman