LICENSE AGREEMENT

         THIS LICENSE AGREEMENT, made as of the 11th day of August, 2001, by and
between Treasure  Mountain  Holdings,  Inc., a Nevada  corporation,  hereinafter
referred  to as the  "Company",  and  Tom  Westlund,  dba 23  Labs,  hereinafter
"Inventor".

         NOW  THEREFORE,  in  consideration  of the  foregoing  and  the  mutual
covenants contained in this Agreement, the parties agree as follows:

2.       The Inventor  represent  and  warrants  that he owns 100% of the right,
         title,  and  interest  in and to an  invention  described  as the "Java
         Stir", a plastic  molded stir or swizzle stick with a sculpture  coffee
         bean on one end  attached  to a 120mm stir shaft with a small  circular
         20mm diameter  attached on the other end of stir shaft for  advertising
         logos designed for novelty and brand appeal in coffee industry  venues.
         The  Inventor  does hereby  assign and grant to the Company a worldwide
         exclusive  license to make,  manufacture,  sell,  attach a trademark or
         trade name to, and to exercise  incidents  of  ownership  in and to all
         interests,   proprietary   rights,  and  improvement  in  and  to  said
         invention.  The Inventor  does hereby  further agree to execute any and
         all  necessary  documents to perfect the  Company's  exclusive  license
         within the territory hereinafter defined.

3.       In  consideration  for the  representations,  warranties  and  assigned
         rights,  the  Company  agrees to pay,  upon  execution  hereof,  to the
         Inventor,  the sum of  $500.00,  and  thereafter  and  during  the term
         hereof,  the Company agrees to pay to the Inventor 5% of gross revenues
         as a royalty for each 10,000 manufactured Java Stir sold by the Company
         or anyone by, through, or under the Company, whether or not such person
         or entity  is acting  under a  sublicense  agreement  or as a retail or
         wholesale distributor for the Company.

4.       The Company  agrees that this  licensing  agreement  is for total of 10
         years,   terminating  August  2011.  The  Company  may  terminate  this
         agreement after twelve months,  or at any anniversary  date thereafter.
         The Company  agrees to pay a minimum  royalty of $1,000 for each of the
         first two years,  and $1,500 for each of the remaining  years.  Minimum
         royalty  payments  are due each  year on the  anniversary  date of this
         agreement.

5.       The territory of the license  agreement granted hereunder is applicable
         to make, manufacture, sell, attach a trademark or trade name to, and to
         exercise  incidents of ownership in and to all  interests,  proprietary
         rights,  and improvement in and to said invention anywhere in the world
         except as may be specified in writing by the parties hereto.

6.       The Company  agrees to keep  complete and accurate  books o account and
         within 90 days after the end of each calendar quarter to deliver to the
         Inventor the royalty  payment then due,  together with a written report
         showing  the basis of their  calculation.  Any  royalty  payments  will
         accrue and be subtracted from the minimum royalty payment.  The Company
         agrees that upon reasonable  notice,  the Inventor shall have access to
         such books of account as might be applicable for verifying the accuracy
         of payments made hereunder.

7.       The  Inventor  agrees  not  to  disclose  any  information,   technical
         know-how, etc., to any others during the terms of this agreement.

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8.       The Company shall include appropriate patent,  trademark,  or copyright
         marking on all licensed  product and brochures  sold or  distributed by
         the company or  sublicensee.  The Company  shall accept  liability  for
         licensed product,  and may purchase and maintain liability insurance at
         their  option.  The Inventor  shall be held harmless from any liability
         arising from purchase or sale of licensed product.

9.       The Company agrees to maintain,  pursue, and prosecute, i necessary, at
         its own expense, the protection of assigned rights,  provided that such
         necessary action or prosecution is not a breach of representations  and
         warranties  made by the Inventor.  Should Company not elect to proceed,
         then  the  Inventor  shall  have  the  right to  prosecute  an  alleged
         infringement.

10.      In the event that the Company or a successor  of ownershi  shall at any
         time  default  in  fulfilling  any  of  the  material   obligations  or
         conditions  hereof and such default is not  reasonably  cured within 90
         days of written  notification  by Inventor to Company of such  default,
         then this  Agreement  shall  terminate,  and all assigned  rights shall
         revert to the Inventor and the Company shall duly account for and remit
         all payments  then or thereafter  accrued,  including  minimum  royalty
         payment due for the year.

11.      Should the Company at any time file a petition for bankruptcy or become
         insolvent,  the  Company  shall give  immediate  written  notice to the
         Inventor.  The  Inventor  then shall have the right to  terminate  this
         agreement by giving written notice to the Company.

12.      This agreement shall be assignable or right to sub-licen subject to the
         terms and  conditions  set  forth in this  Agreement.  All  Sub-License
         Agreements shall be in writing,  and a signed copy shall be provided to
         the Inventor.  Each  Sub-License  Agreement shall contain the provision
         that it shall terminate upon termination of this Agreement.

13.      The Company hereby covenants and agrees it will use reasonable  efforts
         to  actively  promote  the use and sale of the  Java  Stir for the best
         interest of the Company, its shareholders, and the Inventor.

13       This  Agreement  shall inure to the benefit of and be binding  upon the
         parties hereto and their respective successors and assigns.  Nothing in
         this Agreement is intended to confer, expressly or by implication, upon
         any other  person,  any rights or  remedies  under or by reason of this
         Agreement.

14.      This  Agreement  may be executed in one or more  counterparts,  each of
         which shall be deemed an original and  together  shall  constitute  one
         document.

15.      The parties to this Agreement  hereby agree and affirm that none of the
         provisions   herein  is  dependent  upon  the  validity  of  any  other
         provision,  and  if  any  part  of  this  Agreement  is  deemed  to  be
         unenforceable,  the  remainder  of the  Agreement  shall remain in full
         force and effect.

16.      This  Agreement  shall be governed by the laws of the Stat of Utah. Any
         action to enforce the provisions of this Agreement  shall be brought in
         a court of competent  jurisdiction in the State of Utah and in on other
         place.

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17.      This Agreement may not be amended except by an instrumen in writing and
         signed on behalf of each of the parties  hereto.  No amendment shall be
         made which substantially and adversely changes the terms hereof.


         IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement
         this _____day of August 2001.

                                    Treasure Mountain Holdings, Inc.



                                    By:_________________________
                                    President



                                    Inventor:

                                    /s/ Tom Westlund
                                    ------------------------
                                        Tom Westlund, dba 23 Labs
                                        4600 South Holladay Blvd.
                                        Holladay, UT 84117

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