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                                DISTRIBUTORSHIP
                                   AGREEMENT

                                    BETWEEN
                     COLLAGE INTERNATIONAL HEALTH PTY LTD
                                      AND
                               C.B. & P. PTY LTD

                                     DATED
                               NOVEMBER 15, 1996


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                           DISTRIBUTORSHIP AGREEMENT

This Agreement dated November 15, 1996

BETWEEN:          COLLAGE INTERNATIONAL HEALTH PTY LIMITED
                  ACN 072 383 101
                  Of Building 4, 43-45 Egerton Street, Silverwater NSW 2128

AND:              C.B. & P. PTY LIMITED
                  ACN 055 581 229

                  of: 458-468 Wattle Street, Ultimo NSW 2000

THE PARTIES AGREE AS FOLLOWS:

1.       Definitions

         In this Agreement except where the context otherwise requires, the
         following terms and expressions shall be understood to have the
         precise meaning as follows:

1.1      Contract Products shall mean the Collage International Health Pty Ltd
         supplied products bearing the Trademark as set out in Appendix A to
         this Agreement.

1.2      Collage International Health Pty Ltd reserves the right to modify the
         design and/or type of the Contract Products or parts thereof or may
         discontinue any Contract products in its sole discretion.

1.3      "Territory" shall mean People's Republic of China.  C.B. & P Pty Ltd
         shall not sell the Contract Products to areas other than to the
         People's Republic of China without the prior written consent of Collage
         International Health Pty Ltd, nor shall C.B. & P. Pty Ltd sell to
         Contract Products to persons or businesses that may resell them outside
         the Territory. The parties may reconsider the Contract Products or the
         Territory.


2.       Appointment and Acceptance

2.1      During the term and subject to the conditions hereinafter set forth,
         Collage International Health Pty Ltd hereby appoints C.B. & P. Pty Ltd
         as its exclusive distributor for the Contract Products in the
         Territory, and C.B. & P. Ltd accepts such appointment. During the term
         of this Agreement Collage International Health Pty Ltd agrees not to
         sell the Contract Products, either directly or indirectly, into the
         Territory except as outlined in Clause 2.2.

2.2      During the term of this Agreement, Collage International Health Pty
         Ltd may, either directly or indirectly, supply Products within the
         duty free market in the Territory with the exception of the Contract
         Products as set out in Appendix A of this Agreement.


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2.3      C.B. & P. Pty Ltd shall not be concerned or interested either directly
         or indirectly in the manufacture, production, importation, sale,
         purchase, exportation, distribution, or advertisement of any goods in
         the Territory which are like or similar to or which, either alone or in
         conjunction with some other product, perform, or are designed to
         perform, the same or a similar function to, or which might otherwise
         compete or interfere with the sale of any of the Contract Products
         during the term of this Agreement and for a period of twelve (12)
         months after the expiry of this Agreement.  The parties agree that if
         C.B. & P. Pty Ltd breaches the provisions of this Sub-clause it will be
         liable to pay to Collage International Health Pty Ltd the liquidated
         and ascertained sum of USD2,064,000 which the parties acknowledge
         represents a genuine pre-estimate of the loss likely to be suffered by
         Collage International Health Pty Ltd including, but not limited to,
         loss in connection with termination of this Agreement, the appointment
         of a new distributor and the loss of sales of the Contract Products in
         the interim period.

3.       Orders and Shipments

3.1      All orders are to be placed by Sales Contract as set out in Appendix B
         attached and are subject to the terms and conditions contained
         therein.

3.2      In placing orders with Collage International Health Pty Ltd C.B. & P.
         Pty Ltd shall clearly describe the Contract Products and quantity
         required in writing, and shall include precise instructions for
         packaging, invoicing and shipping. The orders shall not be binding
         unless and until they are accepted by Collate International Health Pty
         Ltd agrees to supply C.B. & P. Pty Ltd with Contract Products to
         enable fulfillment of the minimum purchases as set forth in Clause 5
         herein.


3.3      Collage International Health Pty Ltd shall use its best endeavors
         consistent with its other demands and business to meet orders placed by
         C.B. & P. Pty Ltd.  Collage International Health Pty Ltd guarantees to
         fulfill all orders placed by C.B. & P. Pty Ltd and accepted by Collage
         International Health Pty Ltd under Clause 3.1 and Clause 3.2 above. 
         However in the event of any strikes, lockouts, fire, explosion or
         accident, natural disaster, or of any stoppage of business or work
         beyond the control of Collage International Health Pty Ltd which may
         prevent or hinder Collage International Health Pty Ltd in fulfilling
         orders placed by C.B. & P. Pty Ltd, Collage International Health Pty
         Ltd may suspend or postpone the delivery of the Contract Products. 
         C.B. & P. Pty Ltd recognizes that this does not constitute a breach of
         the provisions of this Agreement.

4.       Price and Payment

4.1      The prices of the Contract Products, as set out in Appendix A of this
         Agreement, are set for a period of fifteen (15) months. Sixty (60) days
         prior to the expiry of this Agreement the parties agree to enter into
         good faith price negotiations to determine the prices of the Contract
         Products for the next contract year, or agreed to contract term.

4.2      Within thirty (30) days prior to the shipment date as outlined in
         Collage International Health Pty Ltd's confirmation of order, C.B. & P
         Pty Ltd shall open an irrevocable


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         Letter of Credit "45 days from sight" in favor of Collage
         International Health Pty Ltd, issued by a first class international
         bank satisfactory to Collage International Health Pty Ltd.

4.3      Currency of payment shall be in United States Dollars.

4.4      C.B. & P. Pty Ltd shall be liable for and shall pay any tax imposed
         upon Collage International Health Pty Ltd or C.B. & P. Pty Ltd by the
         laws of the jurisdiction of the Territory.

5.       Minimum Purchase

5.1      C.B. & P. Pty Ltd shall guarantee a minimum purchase of the Contract
         Products from Collage International Health Pty Ltd in the following
         amount:

         (a) First Contract Period

         USD$3,750,000.00 per period.

         (b) Second Contract Period


         To Be Negotiated

         (c) Third Contract Period

         To Be Negotiated

5.2      For the purpose of this Clause, the Contract Products shall be
         considered to be purchased when shipped by Collage International
         Health Pty Ltd, excluding any sales returned to Collage International
         Health Pty Ltd.

6.       Inspection and Warranty

6.1      C.B. & P. Pty Ltd shall inspect or shall cause its qualified agent to
         inspect the Contract Products in Sydney at .B. & P. Pty Ltd's cost
         prior to shipments, to ensure that the quality standards have been met
         as agreed to in writing by the parties. If, upon receipt of the
         Contract Products they are found not to be in compliance with the
         quality standards, Collage International Health Pty Ltd shall replace
         the Contract Products or the part of a Contract Product not meeting
         the quality standards.

6.2      Collage International Health Pty Ltd warrants that the Contact
         Products shall be free from defects in material and workmanship. This
         warranty does not extend to any of the said Contract Products that
         have been

         -        subjected to misuse, neglect, accident or abuse,
         -        altered or modified in any way


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         -        used or stored in violation of instructions furnished by
                  Collage International Health Pty Ltd.

6.3      Claims by C.B. & P. Pty Ltd in regard to any defect in the Contract
         Products shall be in writing and be dispatched by C.B. & P. Pty Ltd
         with full particulars within fourteen (14) days after the receipt of
         the Contract Products in the Territory.

7.       Distributor's Responsibility

7.1      C.B. & P. Pty Ltd shall maintain adequate stocks of the Contracts
         Products throughout the Territory to meet its customer's demand in
         time.  C.B. & P. Pty Ltd shall maintain adequate stocks of facilities
         and qualified personnel throughout the Territory and shall provide
         reasonable After-Sales Service to its customers.

7.2      C.B. & P. Pty Ltd shall arrange, advertisement and sales promotion of
         the Contract Products and devote its best efforts toward obtaining the
         largest sales volume of the Contract Products in the Territory.


7.3      C.B. & P. Pty Ltd agrees to arrange agreed advertising and promotional
         activities of the Contract Products in the Territory with such
         expenditure to e not less than RMB3,000,000.00 within the first twelve
         (12) months of the date of execution of this Agreement.

7.4      Whenever Collage International Health Pty Ltd shall indicate to C.B. &
         P. Pty Ltd any complaint  concerning the activities of C.B. & P. Pty
         Ltd hereunder C.B. & P. Pty Ltd shall immediately make investigation
         and take proper action to remedy the complain.

8.       Request for Information

         C.B. & P. Pty Ltd shall cooperate with Collage International Health
         Pty Ltd's request to supply information on the sale of the Contract
         Products, the inventory of the Contract Products, conditions relating
         to advertising, promotion and the provision of After-Sales Service,
         general market conditions and other information as may be requested
         from time to time.

9.       Trademark

9.1      During the term of this Agreement, Collage International Health Pty
         Ltd hereby grants to C.B. & P. Pty Ltd, a non-exclusive license to use
         the Trademark (whether or not registered in the Territory by Collage
         International Health Pty Ltd) for the purpose of sales and promotion
         within the Territory. When C.B. & P. Pty Ltd uses the Trademark, it
         shall indicate clearly that the Trademark is registered in the name of
         Collage International Health Pty Ltd.

9.2      When C.B. & P. Pty Ltd intends to use the Trademark under Paragraph 9.1
         above, prior to use, C.B. & P. Pty Ltd shall inform Collage
         International Health Pty Ltd of the


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         manner of such use and submit a sample of the materials (catalogues,
         leaflets, posters, newspapers) bearing the Trademark for inspection
         and approval by Collage International Health Pty Ltd. When C.B. & P.
         Pty Ltd wishes to change the approved use of the Trademark, prior to
         change, C.B. & P. Pty Ltd shall inform Collage International Health
         Pty Ltd of the desired change and submit a sample of the materials
         bearing the altered use of the Trademark for inspection and approval
         by Collage International Health Pty Ltd. In any event the manner of
         use of the Trademark or any change thereof shall be subject to Collage
         International Health Pty Ltd's approval and C.B. & P. Pty Ltd shall
         not use the Trademark in any other manner than that approved in
         advance by Collage International Health Pty Ltd.

9.3      C.B. & P. Pty Ltd recognizes that any of the Trademark, trade names,
         designs, copyrights and other proprietary rights, used on or embodied

         in the Contract Products ("Proprietary Rights") shall remain the
         exclusive property of Collage International Health Pty Ltd. C.B. & P.
         Pty Ltd shall not have or acquire any right, title or interest in
         Proprietary Rights.

9.4      During the terms of this Agreement or even after termination, C.B. & P.
         Pty Ltd shall not:

                  (i) Use the Trademark or similar trademarks on any other
                  companies products than Collage International Health Pty
                  Ltd's nor let other companies use the Trademark.

                  (ii) Directly nor indirectly apply for the registration of
                  the Trademark or any other trademarks similar thereto with
                  respect to the Contract Products or any other materials in
                  any country of the world.

9.5      C.B. & P. Pty Ltd shall not directly or indirectly apply for the
         registration of any tradename or business name including the words
         "Mother Nature" or "M&N" or its translation into any language.

9.6      C.B. & P. Pty Ltd may, with the prior written consent of Collage
         International Health Pty Ltd, indicate that it is an authorized
         distributor of the Contract Products.

9.7      When C.B. & P. Pty Ltd finds that a third party infringes or impairs
         the Trademark or Collage International Health Pty Ltd's or Mother
         Nature's goodwill involved therein, or when a third party brings a
         claim, suit or action against Collage International Health Pty Ltd or
         C.B. & P. Pty Ltd on the grounds that C.B. & P. Pty Ltd's use of the
         Trademark may infringe on the third party's rights, C.B. & P. Pty Ltd
         shall promptly inform Collage International Health Pty Ltd thereof and
         cooperate with Collage International Health Pty Ltd to settle the
         problem.

9.8      Upon termination of this Agreement for any cause, C.B. & P. Pty Ltd
         shall cease holding itself out as a distributor of the Contract
         Products and cease using, in any way, Collage International Health Pty
         Ltd's name, or its Proprietary Rights or any material


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         similar thereto.

9.9      Collage International Health Pty Ltd, at its discretion, shall have the
         right to record the existence of the license hereunder, or require C.B.
         7 P. Pty Ltd to register as a registered user in the Territory at C.B.
         & P. Pty Ltd's expense.

9.10     C.B. & P. Pty Ltd shall not alter, deface, remove, cover or mutilate
         in any manner the Trademark, batch number or expiry date, brand, or

         Collage International Health Pty Ltd's name attached of affixed to any
         of the Contract Products, without the prior written consent of Collage
         International Health Pty Ltd.

10.      Status of Distributor

10.1     This Agreement does not in any way create the relationship of principal
         and agent between Collage International Health Pty Ltd and C.B. & P.
         Pty Ltd and under no circumstances shall C.B. & P. Pty Ltd be
         considered to be the agent of Collage International Health Pty Ltd.  C.
         B. & P. Pty Ltd shall not act or attempt to act, or represent itself,
         directly or by implication, as an agent of Collage International Health
         Pty Ltd or in any manner assume or create, or attempt to assume or
         create any obligation, liability, representation, warranty or guarantee
         on behalf of, or in the name of Collage International Health Pty Ltd.

10.2     C.B. & P. Pty Ltd shall, at all times, comply with all applicable laws,
         regulations, and orders of any government of the Territory or political
         subdivisions thereof, relating to or in any way affecting this
         Agreement and C.B. & P. Pty Ltd's performance hereunder, including the
         obtaining of any required licenses, permits or approvals.

10.3     C.B. & P. Pty Ltd shall not disclose to any third party, without the
         prior written consent of Collage International Health Pty Ltd, or use
         for any purpose other than the performance of its obligations under
         this Agreement, any confidential information concerning the Contract
         Products or business affairs of Collage International Health Pty Ltd
         (including, but not limited to, prices, discounts, terms and conditions
         of sale, customer,s business affairs, Contract Products or Contract
         Product specifications) which it receives directly or indirectly form
         Collage International Health Pty Ltd, or which it acquires or develops
         in the course of its transactions with Collage International Health Pty
         Ltd.

11.      Term

11.1     This Agreement shall become effective upon signing, and shall continue
         in full force and effect for a period of fifteen (15) months from the
         date hereof, unless earlier terminated pursuant to Clause 12, and
         shall thereafter be automatically extended for one (1) year, unless
         three (3) month prior to the expiration of the term or any extension
         thereof, a notice of intention to finally terminate is given in
         writing by one party to the other.

11.2     Upon the extension of this Agreement in accordance with Paragraph 11.1,
         the minimum


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         purchase amount for each period shall be reviewed and a new minimum
         purchase shall be mutually agreed upon in writing by the parties

         within thirty (30) days before commencement of each new period.

12.      Termination

12.1     This Agreement may be terminated, at the option of either party, by
         giving to either party thirty (30) days written notice of its
         intention so to terminate in each case of the following events:

         (a) Should either party become bankrupt or insolvent, or have its
         business placed in the hand of a receiver, assignee or trustee,
         whether by voluntary act or otherwise;

         (b) Should either party fail to meet promptly any of its obligations
         pursuant to this Agreement and that failure has not been rectified
         within thirty (30) days subsequent to the receipt of written notice of
         such failure;

         (c) Should C.B. & P. Pty Ltd be acquired by, or should itself acquire,
         in whole or in part, a manufacturer of products which in the reasonable
         judgement of Collage International Health Pty Ltd competes to a
         material extent with the Contract Products;

         (d) Should C.B. & P. Pty Ltd attempt to assign this Agreement or any
         rights hereunder to a third party without Collage International Health
         Pty Ltd's prior written consent; or

         (e) If either party cease to function as a going concern or t conduct
         its operations in the normal course of business.

12.2     In the case where C.B. & P. Pty Ltd fails to achieve the minimum
         purchase target as set out in Clause 5 herein, for any reason unless
         solely and apparently attributable to Collage International Health Pty
         Ltd, Collage International Health Pty Ltd is entitled to terminate
         this Agreement and in such case Collage International Health Pty Ltd
         may, i it wishes, sell the Contract Products directly or indirectly to
         any third party in the Territory.

12.3     All payments owed to Collage International Health Pty Ltd upon
         termination shall become immediately due and payable and no
         cancellation or termination of this Agreement shall serve to release
         either party or its successors or assigns from any obligations under
         this Agreement.

12.4     In case of termination of this Agreement by either party for any
         reason, Collage International Health Pty Ltd may at is sole option
         repurchase from C.B. & P. Pty Ltd at the net price paid by C.B. & P.
         Pty Ltd to Collage International Health Pty Ltd any or all of the
         Contract Products or part thereof in the possession of C.B. & P. Pty
         Ltd.

13.      Indemnities

13.1     Except as may otherwise be provided herein, upon expiration or
         termination of this



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         Agreement, neither party shall be required to pay any indemnity to the
         other for any loss of profit, goodwill, creation of clientele nor
         other like items, advertising costs, costs of samples, termination of
         employees, employees' salaries, or the like. Collage International
         Health Pty Ltd shall be free, as of the date of expiration or
         termination of this Agreement, to appoint another exclusive
         distributor for the Contract products in the Territory.

13.2     If for any reason apparently attributable to Collage International
         Health Pty Ltd this Agreement is terminated pursuant to Clause 12.1
         C.B & P. Pty Ltd shall be freed from the provisions of Clause 2.3 from
         the date of termination.

14.      Governing Law

14.1     This Agreement shall be interpreted and governed by the laws of the
         Commonwealth of Australia and the State of New South Wales.

14.2     If any action or arbitration or other proceeding shall be commenced to
         enforce this Agreement, the prevailing party in such action or
         proceeding shall be entitled to recover from the other party
         reasonable attorney's fees, arbitration costs and out-of-pocket
         expenses incurred by such prevailing party in connection with such
         action or proceeding.

15.      Miscellaneous Provisions

15.1     Any notice required or permitted to be given hereunder shall be in
         writing, and may be given by personal service, registered airmail,
         with postage prepaid to the following addresses:

         To Collage International Health Pty Ltd at:

                           Collage International Health Pty Ltd
                           Building 4, 43-45 Egerton Street
                           Silverwater NSW 219 Australia

         To C.B. & P. Pty Ltd at:

                           C.B. & P. Pty Limited
                           458-468 Wattle Street
                           Ultimo NSW 2007 Australia

15.2     This Agreement constitutes the entire understanding of Collage
         International Health Pty Ltd and C.B. & P. Pty Ltd with respect to the
         subject matter hereof. No amendment, modification or alteration of any
         term of this Agreement shall be binding on either party unless the
         same shall be made in writing, dated subsequent to the date hereof and
         executed by or on behalf of the parties hereto.


15.3     Neither party may assign its rights under this Agreement without the
         written consent of


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         the other party, such written consent will not be unreasonably
         withheld by either party.

15.4     All waivers hereunder shall be in writing, and the failure of any
         party at any time to require the other party's performance of any
         obligations under this Agreement shall not affect the right
         subsequently to require performance of the obligation. Any waiver of
         any breach of any provision of this Agreement shall not be construed
         as a waiver of any continuing or succeeding breach of such provision
         or a waiver or modification of the provision.

15.5     If any one or more of the provisions contained in this Agreement shall
         be declared invalid, illegal or unenforceable in any respect under any
         applicable law, the validity, legality and enforceability of the
         remaining provisions contained herein shall not in any way be affected
         or impaired, and in such case the parties hereto oblige themselves to
         reach the purpose of the invalid provision by a new, valid and legal
         stipulation.

15.6     The section headings herein are included for purposes of convenience
         only and shall not affect the construction or interpretation of any of
         the provision or this Agreement.

15.7     For the purposes of communication, this Agreement may be translated
         into another language, but this Agreement, which is executed in the
         English language, shall be the only binding version.

15.8     This Agreement becomes effective on signing subject to C.B. & P. Pty
         Ltd obtaining government import approvals to import the Contract
         Products into the Territory. Both parties recognize that two (2)
         months is a reasonable period for this to occur and Collage
         International Health Pty Ltd reserves the right to withdraw this
         Agreement if C.B. & P have not obtained government import approvals in
         this time frame.


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EXECUTED AS AN AGREEMENT

Signed for and on behalf of
Collage International Health Pty Ltd by

Mr. Tom Gaines - Managing Director

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Signed by


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Witness

Signed for and on behalf of
C.B. & P. Pty Limited by

Bill B. Z. Gao - Managing Director
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         Signed by



----------------------------------
Witness