DISTRIBUTOR AGREEMENT

This Agreement is made as of the 1st day of January, 2002.

Between:

  NMC INC., a British Columbia company with offices at
  5760 Cambie St., Vancouver, British Columbia, Canada, V5Z 3A6
  (herein called the "NMC")
                                              Of the First Part
And:
     HOLMES HERBS INC. a Nevada company with offices at
     8275 South Eastern Ave., Scottsdale, Arizona, 89123
     (herein called the "Distributor")
                                             Of the Second Part
WHEREAS:
     1)   NMC owns a 100% interest in Solartherm;
     2)   NMC has agreed to grant Company the right to distribute
          Solartherm in the United States of America, on the terms and
          conditions hereinafter contained.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of ten dollars
($10) paid to Inventor, plus the representations, warranties, covenants and
agreements herein (the receipt and sufficiency of which is hereby
acknowledged by each of the parties), the parties agree as follows:

1.    Definitions

1.1   "Solartherm" means the intellectual property, designs and trade name
     of the fabric products manufactured by NMC that are made with ceramic
     insulating product and radiate far infra-red.

2.   Distribution Rights

2.1  NMC hereby grants to Company the non-exclusive right to sell and
     distribute Solartherm to customers in the United States of America,
     subject to the terms set forth herein.

2.2  Distributor can either purchase Solartherm products from NMC at
     wholesale prices set by NMC from time to time, or arrange to have NMC
     fill customer orders directly and earn a distribution fee equal to
     twenty percent (20%) of the retail price paid by the Distributor's
     customer.  Distribution fees will be paid to the Distributor by NMC
     once a month based on orders placed in the prior month.

3.   Use of Solartherm Name

3.1  NMC hereby authorizes Distributor to use the name and trademark
     "Solartherm" during the term of this Agreement.

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4.   Relationship of the Parties

4.1  The parties hereto agree that each is an independent contractor with
     respect to this Agreement.  Neither shall represent itself nor permit
     any party acting on its behalf to represent itself as a partner,
     franchisee, joint-venturer, agent, employee, or general representative
     of the other.  The parties further acknowledge that neither it nor any
     party acting on its behalf shall have any right, power or authority,
     implied or expressed, to obligate the other party in any way.

5.   Term and Termination

5.1  The term of this Agreement commences on the date set out at the top of
     the first page hereof and continues for a period of five (5) years.
     The parties may extend the term by mutual consent in writing.

6.   Confidentiality

6.1  The parties both recognize and acknowledge that during the term of
     this Agreement they will have access to certain information about each
     others products, services, data, sales or business to which they had
     no prior knowledge and was not generally know to the public (the
     "Confidential Information").

6.2  The parties both agree that they will not use or disclose the
     Confidential Information of each other to any outside person, firm or
     corporation.

7.   Intellectual Property Rights

7.1  Distributor acknowledges and agrees that Solartherm is the exclusive
     property of NMC.  Except to the extent use thereof is expressly
     permitted hereunder during the term of this Agreement, Distributor
     does not have any ownership interest in Solartherm.

8.   Warranty

8.1  NMC warrants that at the time of delivery to Distributor or its
     customers, Solartherm products will be in good working order, able to
     perform functions in accordance with the instructions set forth on
     Solartherm packaging.

8.2  Distributor's exclusive remedy and NMC' entire liability in contract,
     tort or otherwise for any claim arising from the use or performance of
     Solartherm products, shall be repair or replacement of Solartherm
     products in accordance with NMC' express Warranty above.  In no event
     shall NMC be liable to Distributor or any third party for direct,
     indirect, incidental, special or consequential damages arising out of
     the use of Solartherm products.

9.   General

9.1  This Agreement shall no be amended or waived, in whole or in part,
     except by written amendment signed by the parties hereto.

9.2  Any notice, direction or other communication required or permitted to
     be given under this Agreement shall be in writing and may be given by
     delivery to the address stated on the first page of this Agreement.
     Any notice, direction or other such communication will have

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     been given and received on the day it was delivered.  Either party may
     at any time give notice in writing of any change of address, which
     will then be the address of such party for the purposes of filing
     notice.

9.3  Each of the parties acknowledges and confirms that it has been
     provided sufficient opportunity to obtain the recommended independent
     legal advice and understands the terms of, and its rights and
     obligations under this Agreement.

9.4  Time is of the essence with respect to the performance of obligations
     in this Agreement.

9.5  This Agreement shall inure to the benefit of and be binding on all of
     the parties hereto and their respective executors, administrators,
     successors and permitted assigns.

9.6  This Agreement shall be construed and governed by the laws of the
     Province of British Columbia, Canada.

9.7  The headings to the articles, paragraphs, parts or clauses of this
     Agreement and the table of contents are inserted for convenience only
     and shall not affect the construction hereof.

9.8  The parties hereto acknowledge that they have carefully read this
     Agreement and understand and agree to be bound by all of the terms and
     conditions found herein.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

SIGNED, SEALED AND DELIVERED by )
NMC INC.                        )
in the presence of:             )
                                )                           C/S
                                )
/s/ [SIGNATURE]                 )
------------------------------
Authorized Representative



SIGNED, SEALED AND DELIVERED by )
HOLMES HERBS INC.               )
in the presence of:             )
                                )                           C/S
                                )
/s/ [SIGNATURE]                 )
-------------------------------
Authorized Representative