DISTRIBUTION  AND  COMPENSATION  AGREEMENT
                ------------------------------------------

THIS AGREEMENT MADE AND ENTERED into the 1st day of August, 2000, by and between
RTB  Ventures,  Inc., a corporation organized and existing under the laws of the
State  of  Oregon,  hereinafter  referred  to  as  "RTB"  and  ChemWay,  Inc., a
corporation  organized  and  existing  under  the laws of the State of Texas and
hereinafter  referred  to  as  "ChemWay".

                                RECITALS

WHEREAS,  ChemWay  manufactures  certain products as set forth on the Exhibit A,
attached  hereto  and  by  this  reference  made  a  part  hereof,  and

WHEREAS,  RTB is a marketing and distribution company that will become an agent,
and

WHEREAS,  it  is  the desire of the parties hereto to enter into an agreement to
sell  ChemWay's  product.

                               WITNESSETH

NOW,  THEREFORE,  IT  IS  HEREBY  AGREED  as  follows:

1.  ChemWay  shall  be  responsible  for  the development and manufacture of the
products that are the subject of this agreement.  Patents, if any, for ChemWay's
products  shall  remain  the  exclusive  property  of  ChemWay.

2.     Cost  of  products  per unit from date of agreement shall be set forth on
Exhibit  "B,"  attached  hereto  and by this reference made a part hereof.  From
time  to time it may be necessary to adjust the pricing of any and all products,
and  at  such  time  the  same  shall be done at ChemWay's sole discretion.  All
pricing  includes  packaging,  warranty and any and all items required to market
the  product.  RTB  shall  submit  requests  for  price  quotations  for  each
prospective  order  to  ChemWay,  to which ChemWay will issue a firm order price
which  will  include  a  commission  for  RTB  of  no  less  than  3%.

3.     With  the exception of products produced for private label, all sales and
marketing material required to introduce, sell and advertise ChemWay's products,
including  sales  literature,  pricing  materials,  point  of sales purchase and
display  materials  shall  be  the  sole responsibility, control, and expense of
ChemWay.

4.     RTB  will  finance  all  raw  material  costs for orders submitted by RTB
customers.  When  product  is  shipped, one-half of the profit will be issued to
ChemWay.  The  balance  of  the  profit  will  be  issued  upon  payment  of the
receivable.


<PAGE>

5.     ChemWay  agrees  to warrant the product free from defects in workmanship.
Any  defective  product  will  result  in  a  credit  being  issued  to  RTB.


6.  ChemWay  hereby  indemnifies  RTB, its assigns and/or officers and employees
from  any  and  all  claims  that  may  arise  as  a result of the production or
operation  of  the  products  that  are  subject  of  this  Agreement.

7.  This  Agreement  may  be terminated on August 1, 2001.  This Agreement shall
automatically  terminate  in  the  event of the bankruptcy or insolvency of RTB.

8.  This  Agreement  shall  be interpreted under the laws of the state of Texas,
however, all claims and disputes shall be decided by arbitration of the American
Arbitration  Association.

9.  RTB  may  assign  this  Agreement  with the prior written consent of ChemWay
which  consent  shall  not  be  unreasonably  withheld.

10.  If  suit  is  brought  to  enforce  any of the terms of this Agreement, the
prevailing  party is entitled to its reasonable attorney fees at the trial level
together with those incurred in any appeal thereof as well as any costs incurred
in  said  suit.  In  addition,  if  any other party not a part of this Agreement
brings any suit or action to determine the validity of this Agreement, then said
party  shall  be responsible for attorney fees and costs incurred by the parties
hereto  regardless  of  the  outcome  of  said  suit.

DATED  the  date  and  year  first  above  written.

RTB  VENTURES,  INC.,                    CHEMWAY,  INC.,
A  Oregon  Corporation                    A  Texas  Corporation


By____________________________          By____________________________
Its___________________________          Its___________________________