EXHIBIT 10.17


THIS AGREEMENT IS ENTERED INTO AS OF THE 31st DAY OF AUGUST, 2004.

AMONG:            VITALSTATE CANADA LTD., a company duly incorporated according
                  to law, herein represented by Tom Torolcvei., (hereinafter
                  referred to as "VCanada")


AND:              VITALSTATE, INC., a company duly incorporated according to
                  law, herein represented by Tom Torolcvei, (hereinafter
                  referred to as "VUSA")

                  (VCanada and VUSA arc hereinafter collectively referred to as
                  "Vitalstate")

AND               LASAR MULTIMEDIA PRODUCTIONS INC., a company duly incorporated
                  according to law, herein represented by James Klein;

                  (hereinafter referred to as the "Consultant")

A.    WHEREAS the Consultant has valuable expertise and Vitalstate wishes to
      retain the services of the Consultant as described in Schedule 2 hereto;.

B.    WHEREAS the parties wish to define the terms of their relationship.

NOW THEREFORE, IN CONSIDERATION of the mutual premises and the following
covenants, conditions and agreements, the patties hereby agree as follows:

1.          TERM OF AGREEMENT

            The term of this Agreement (the "Term") shall commence on September
            1st, 2004 and terminate on, June 30th, 2005.

2.          SCOPE OF_SERVICES

            For the Term, Vitalstate hereby engages the Consultant, who hereby
            accepts, to provide the services described in Schedule l hereto (the
            "Services") in the manner referred to in Schedule 1 hereto.

3.          CONSIDERATION

3.1         In consideration of the performance of the Services by the
            Consultant, Vitalstate shall pay to the Consultant the aggregate
            amount of one hundred sixty-eight thousand seven hundred fifty
            Canadian dollars (CDN$168,750.00), payable by way of ten equal and
            consecutive monthly installments of sixteen thousand eight hundred
            seventy-five Canadian dollars (CDN$16,875.00), the first of which
            shall be payable to the Consultant on September 1st, 2004 and
            thereafter on, the first of each of the next following nine (9)
            calendar months. All of the foregoing amounts are exclusive of the
            applicable federal Goods and Services Taxes and provincial Sales
            Taxes.

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3.2         In addition to the foregoing, throughout the Term, the Consultant's
            representative, namely James Klein, shall have the right to
            participate in the health and dental plan of Vitalstate, without any
            cost. The said health and dental plan shall be consistent with the
            health and dental plan made available to James Klein during his
            employment with Vitalstate.

3.3         For the purposes of this Agreement, VCanada and VUSA are solidarily
            liable between them with respect to all of the obligations of
            Vitalstate .hereunder. Without limiting the generality of the
            foregoing, the obligations of Vitalstate hereunder shall apply to
            each of VCanada and VUSA, solidarily (jointly and severally),
            without the benefit of division, discussion and subrogation,
            including for greater certainty, the provisions o(pound) Article
            1531 of the Civil Code of Quebec or any similar legislation.

4.          INDEPENDENT CONTRACTOR

4.1         The Consultant is as an independent consultant and not an agent or
            employee of Vitalstate, and the Consultant shall make no
            representation as an agent or employee of Vitalstate. The Consultant
            shall have no authority to bind Vitalstate or incur other
            obligations on behalf of Vitalstate. The Consultant shall be
            responsible for all of the Consultant's taxes incurred in the
            capacity of independent consultant.

5.          GENERAL PROVISIONS

5.1         The preamble and the Schedules attached hereto form an integral part
            of the Agreement.

5.2         Nothing in this Agreement shall grant to any party the right to make
            commitments of any kind for or on behalf of any other party without
            the prior written consent of such other party.

5.3         This Agreement shall be binding upon. and inure to the benefit of
            the parties and their respective successors and permitted assigns
            and shall be read with all changes in number and gender as may be
            required by the context.

5.4         This Agreement shall not be assignable by either of the parties
            without the prior written. consent of the other party and any
            purported assignment not permitted under this Agreement shall be
            void.

5.5         All notices required or permitted to be given hereunder shall be in
            writing and shall be delivered either by personal delivery,
            registered ,mail or by telecopier or other similar form of
            communication and addressed as follows:

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            (a) In the case of the Consultant, to:

                LASAR MULTIMEDIA PRODUCTIONS INC.
                4929 Ponsard
                Montreal, Quebec H3W 2A6

            (b) In the ease of Vitalstate, to:

                VITALSTATE CANADA, LTD.
                2191 Hampton Avenue
                Montreal, Quebec H4A 2K5

                Attention: The President

            Any notice, consent or other communication given as aforesaid shall
            be deemed to have been effectively given and received when delivered
            or if sent by telecopy or similar telecommunications device, on the
            business day next following receipt of such transmission and
            following receipt by the sender of such telecopy or similar
            telecommunication of a report printout indicating successful
            transmission, or on the date of its delivery, if delivered by
            registered mail, messenger or courier, provided that if such
            delivery date is not a business day then it shall be deemed to have
            been given and received on the business day next following the date
            of such delivery. An address may be modified by written notice given
            as aforesaid. In the event of interruption, for any reason, of one
            or more of the forms of transmissions listed above, the parties
            shall use a form which is not so interrupted with the intent that
            the addressee receive timely notice of the communication.

5.6         Neither party will issue any press release or other public
            announcement relating to this Agreement or any activities related
            thereto without the prior written consent of the other party, except
            where such announcements are required by law or regulation, in which
            the event the parties will use all reasonable efforts to consult
            with each other and cooperate with respect to the wording of any
            such announcement.

5.7         This Agreement supersedes any and all agreements, either oral or
            written, between the parties hereto with respect to the Services and
            contains all of the covenants and agreements between the parties
            with respect to the rendering of the Services.

5.8         This Agreement shall be governed by and construed in accordance with
            the laws of the Province of Quebec and the laws of Canada applicable
            therein.

5.9         The parties shall keep the existence of this letter and the terms
            contained herein confidential and neither party nor any of its
            directors, officers, employees, agents or representatives, where
            applicable, shall disclose the existence of this letter or any of
            the terns contained herein without the express written consent of
            the other party.

5.10        This Agreement has been drafted in the English language at the
            express request of the parties. Cette convention a ete redigee en
            langue anglaise a la demande explicite des parties.

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IN WITNESS WHEREOF, Vitalstate and the Consultant have executed this Agreement,
by their duly authorized representatives, as of the day and year first above
written.


                                   VITALSTATE CANADA LTD.

                                   per:
-------------------------------    ---------------------------------------------
Witness                            Name:  Tom Torokvei


                                   VITALSTATE, INC.

-------------------------------    ---------------------------------------------
Witness                            Name:  Tom Torokvei


                                   LASAR MULTIMEDIA PRODUCTIONS INC.

-------------------------------    ---------------------------------------------
Witness                            Name:  James Klein
                                   Title: President

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                                   SCHEDULE 1

                           TO THE CONSULTANT AGREEMENT

                                      Among

                             VITALSTATE CANADA LTD.

                                       And

                                VITALSTATE, INC.

                                       And

                        LASAR MULTIMEDIA PRODUCTIONS INC.

                                     Dated:

                                August 31st, 2004

                                SCOPE OF SERVICES

The Consultant hereby agrees, during the Term, to provide the following services
(collectively the "Services) to Vitalstate.

            A. Functions. The Consultant shall be available to Vitalstate
periodically (but no more than 5 hours per week) for consultation by phone or by
telecopier regarding the general business operations of Vitalstate.

In providing the Services, the Consultant shall:

      a)    conduct all of his business in its own name, pay all expenses
            whatsoever related to the operation of its office and the carrying
            out of activities and be responsible for the acts and expenses of
            its employees, if any;

      b)    abide by the reasonable policies, procedures, rules, regulations,
            guidelines and instructions which are established or conveyed by
            Vitalstate, whether orally or in writing, to the Consultant, as the
            same may be amended from time to time, at the sole discretion of
            Vitalstate (the "Policies");

      c)    always act in a professional and courteous manner and in accordance
            with all applicable laws, regulations and other governmental
            requirements.