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                                                                    EXHIBIT 10.1

                              LICENSE  AGREEMENT

THIS LICENSE AGREEMENT ("Agreement") is made and effective as of
_______________, 2000 by and between Vitamineralherb.com Corp., a Nevada
Corporation ("Grantor"), and Michael Kirsh ("Licensee"), with reference to the
following facts:

1.   Grantor owns and operates an Internet marketing system for vitamins,
     minerals, nutritional supplements, and other health and fitness products
     (the "Products") in which Grantor offers Products for sale from various
     suppliers on Grantor's Web Site.

2.   Licensee desires to market the Products to medical professionals,
     alternative health professionals, martial arts studios and instructors,
     sports and fitness trainers, other health and fitness practitioners, school
     and other fund raising programs and other similar types of customers
     ("Customer(s)") in the Territory, as hereinafter defined. Customers will be
     able to buy the Products on a continuing basis through Grantor's Web Site.

NOW THEREFORE, in consideration of the mutual promises, warranties and covenants
herein contained, the parties hereby agree as follows:

1.   Scope of Agreement. This Agreement shall govern all Products sold through
     -------------------
     Grantor's Web Site to Customer(s). Exhibit A contains detailed information
     regarding specifications, quality control, pricing and other terms relating
     to the Product(s) to be ordered through Grantor's Web Site. The parties
     agree that Exhibit A will be amended to include similar information with
     respect to any future orders of the same product or any future Product
     ordered by Licensee or Customers. Pricing may be amended from time to time
     on the Web Site, and in the event of a conflict between the pricing on the
     Web Site and the pricing in Exhibit A, the price posted on the Web Site at
     the time of order shall obtain. IN THE EVENT OF ANY CONFLICT BETWEEN THE
     TERMS OF THIS AGREEMENT AND ANY PURCHASE ORDER SUBMITTED BY CUSTOMER, THE
     TERMS OF THIS AGREEMENT WILL CONTROL.

2.   Grant of License; Territory.  Territory shall be the state of British
     ----------------------------
     Columbia.  Grantor grants to Licensee the exclusive rights to market the
     Products in the Territory through the Web Site.

3.   Consideration.  The parties acknowledge that this License is granted in
     --------------
     consideration for the mutual promises, warranties and covenants contained
     in that certain Settlement Agreement by and between the parties and others,
     dated __________.

4.   Manufacture of Products.  All Products marketed through Grantor's Web Site
     ------------------------
     shall be manufactured, packaged, prepared, and shipped in accordance with
     the specifications and requirements described on Exhibit A hereto as it may
     be modified from time to time. Quality control standards relating to the
     Product's weight, color, consistency, micro-biological content, labeling
     and packaging are also set forth on Exhibit A. In the event that Exhibit A
     is incomplete, Products shall be manufactured and shipped in accordance
     with industry standards.

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5.   Labeling; Packaging. Products shall be labeled with Standard Labels, except
     --------------------
     for Private Label Products, as described herein. Standard labels shall
     contain all information necessary to conform to regulatory and industry
     requirements.

6.   Private Label Products.  Vitamins, minerals, herbs, and nutritional
     -----------------------
     supplement products may be available for sale with labels customized for
     the Customer ("Private Label Products"). Grantor shall cause supplier to
     affix to Private Label Products labels furnished by Customer which are
     consistent with supplier's labeling equipment and meet all federal and/or
     state labeling requirements for the Product(s) ordered. Pricing for Private
     Label Products shall be as determined by supplier and posted on the Web
     Site by Grantor, and the price posted on the Web Site at time of order
     shall obtain.

7.   Shipping.  Shipping shall be by UPS ground unless Customer requests and
     ---------
     pays for overnight shipping by UPS. Grantor will post shipping and handling
     fees for overnight shipping on the Web Site. The price posted at the time
     of order shall obtain. All orders from supplier's stock shall be shipped
     within seventy-two (72) hours of receipt of the order. Items not in stock
     (back orders) shall be shipped on a timely basis, but not later than four
     to six weeks from time of order.

8.   Products and Pricing. The initial pricing for the Product(s) is set forth
     ---------------------
     on Exhibit A. The price may be amended from time to time, and such
     amendments will be posted on the Web Site. The price posted at the time of
     order shall obtain. Terms are payment by credit card or electronic funds
     transfer at time of purchase.

9.   Minimum Order Quantities for Vitamin, Mineral, and/or Nutritional
     -----------------------------------------------------------------
     Supplements.  The minimum order quantity is 100 bottles per formulation for
     -----------
     standard Products. Customer Formulas, as defined herein, shall have minimum
     order quantities of 5,000 units.

10.  Web Site Maintenance; Fees.  Grantor shall maintain Grantor's Web Site (the
     ---------------------------
     "Web Site"). The Web Site shall post current prices for all Products.
     Customers will be able to obtain unique identification codes ("Userid(s)")
     and select passwords on the Web Site. Grantor shall maintain the Web Site
     in a manner that ensures secure Internet financial transactions. Licensee
     shall pay Grantor a maintenance fee of $500 yearly, beginning on the
     anniversary date of this Agreement, for maintenance of the Web Site.

11.  Orders.  All Products shall be ordered through the Web Site.  In
     -------
     jurisdictions in which sales tax would be collected on retail sales of the
     Products, Licensee shall ensure that each Customer provides a sales tax ID
     number for exemption from sales tax. Licensee shall assist its Customer to
     register on the Web Site. Each Customer shall be issued a Userid and shall
     select a password upon registration. Upon ordering, Customer must pay for
     Product by credit card, debit card, or by electronic funds transfer ("e-
     check") and all funds will be remitted to Grantor. Upon receipt of order,
     Grantor will email the supplier to purchase the Product(s) ordered.
     Supplier will drop-ship the order directly to the Customer in accordance
     with Section 7, "Shipping."

12.  Sharing of Profits; Sales Reports.  Licensee and Grantor shall each
     ----------------------------------
     receive one-half of the profit on all sales made through the Web Site by
     Licensee. Grantor agrees to pay supplier for the

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     Product purchased upon receipt of cleared funds. Grantor will retain its
     one-half share of the profit and will remit the balance to Licensee by the
     tenth day of the month following sales. Grantor further agrees to provide
     Licensee with a Monthly Sales Report of all sales made by Licensee through
     the Web Site detailing the purchases from each Customer. Grantor will e-
     mail the Monthly Sales Report to Licensee by the tenth day of the month
     following such sales.

13.  Warranties and Indemnification.  Grantor warrants that all Products,
     -------------------------------
     including Joint Formula Products but not including Customer Formula
     Products, shall be fit for the purpose for which produced and shall be in
     full and complete compliance with all local, state, and federal laws
     applicable thereto. Grantor warrants that all Custom Products shall be
     manufactured in accordance with Customer's specifications. Grantor warrants
     that all non-Private Label Products shall be correctly and accurately
     described on each label affixed thereto, and that all labeling affixed
     thereto shall be in full and complete compliance with all local, state, and
     federal laws applicable thereto. Grantor warrants, covenants and certifies
     that its supplier(s)' manufacturing facilities comply with applicable
     federal, state, city, county, and municipal laws, rules, regulations,
     ordinances, and codes in all material respects. Grantor hereby agrees to
     indemnify, hold harmless and defend Licensee, its Customers, Buyers,
     affiliates, directors, officers, agents and representatives from and
     against any loss, claim, and expense (including attorneys fees and costs,
     and costs of a recall of Product) incurred or suffered as a consequence of
     Grantor's breach of its product warranties as set forth herein.

14.  Nature of Relationship.  (a)   This Agreement does not constitute nor
     ----------------------
     empower the Licensee as the agent or legal representative of Grantor for
     any purpose whatsoever.  Licensee is and will continue to be an independent
     contractor.

          (b)   The arrangement created by this Agreement is not, and is not
     intended to be, a franchise or business opportunity under the United
     States' Federal Trade Commission Rule:  Disclosure Requirements and
     Prohibitions Concerning Franchising and Business Opportunity Ventures and
     is not a franchise, business opportunity or seller assisted marketing plan
     or similar arrangement under any other federal, state, local or foreign
     law, rule or regulation.

          (c)   Licensee is not prohibited by this Agreement from pursuing other
     business opportunities or other employment.

15.  Rights in Formulas.
     -------------------

     (a)  Customer Formulas. Any formula provided exclusively by Licensee's
          Customer shall be owned by Customer ("Customer Formula"), provided
          that such Customer Formula does not substantially duplicate an
          existing Grantor formula. Grantor agrees not to sell products to other
          customers using any Customer Formula during the period in which
          Customer is ordering products containing the formula and for so long
          as Customer continues to purchase products containing the Customer
          Formula.

     (c)  Joint Formulas. If Grantor and Customer jointly create a formula
          ("Joint  Formula"), such Joint Formula will be jointly owned by the
          parties. Grantor agrees not to sell

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          products to other customers using the Joint Formula during the period
          in which Customer is ordering products containing the Joint Formula
          from Grantor without written permission from Customer. In the event
          that Customer fails to order a specific Joint Formula Product for a
          period of 3 months, Grantor shall be free to sell products containing
          the Joint Formula to other customers.

16.  Term of Agreement; Breach of Agreement. This Agreement shall continue for
     ---------------------------------------
     three (3) years, and shall be automatically renewed unless one of the
     parties provides ninety (90) days written notice of termination to the
     other party. Licensee may terminate this Agreement for any reason at any
     time upon ninety (90) days written notice to Grantor. In the event of a
     material breach of this Agreement, the non-breaching party may provide
     written notice of breach. Upon notice from the non-breaching party, the
     breaching party shall have fourteen (14) days to cure the breach, after
     which period, if not cured, the Agreement shall be automatically
     terminated. In no event shall Grantor be required to accept or deliver
     product under any purchase order if Grantor has not received the
     outstanding balance due on any previous purchase order in a timely manner.
     Failure to so perform shall not be deemed a breach of this Agreement by
     Grantor.

17.  Trade Secrets. Grantor and Licensee(s) are the owners of certain products,
     --------------
     technology, information, customer lists, services, processes, financial
     information, pending or prospective transactions/proposals, operating and
     marketing plans and procedures, designs, product formulas, specifications,
     manufacturing methods, ideas, prototypes, software, patent, trademark and
     copyright applications or registrations and other similar data relating to
     each party's business which data is not publicly known and derives economic
     value from not being publicly known (collectively "Trade Secrets"). Each
     party agrees that it will not use or disclose to third parties any Trade
     Secret it receives from the other, except as may be contemplated by this
     Agreement. Each party agrees that it will take all reasonable precautions
     to assure that no Trade Secret is conveyed to any officer, employee, agent,
     manufacturer or other third party who does not have a need to know such
     Trade Secret. The obligations created by this Section 10 shall survive the
     termination of this Agreement or any business relationship between the
     parties. Any Trade Secret contained in any writing will be returned to the
     other party promptly upon written request, together with any reproductions
     thereof.

18.  Governing Law; Dispute Resolution. This Agreement shall be governed by
     ----------------------------------
     Washington law in accordance with the Dispute Resolution Agreement attached
     hereto as Exhibit B.

19.  Miscellaneous Provisions. This Agreement constitutes the entire Agreement
     -------------------------
     between the parties and supersedes any prior or contemporaneous agreements,
     oral or written. This Agreement may only be amended by a writing signed by
     both parties. Any notice required or permitted to be given under this
     Agreement shall be in writing and sent by telecopy, personal delivery or
     certified mail, return receipt requested, as follows:

     If to Vitamineralherb.Com, Inc.:  Mr. J. P. Beehner
                                       3030 FM 518 Apt 221
                                       Pearland TX 77584-7817

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     If to Licensee:  Cambridge Creek, Inc.



     Notice shall be deemed effective upon receipt if made by confirmed
     telecopy, personal delivery or 48 hours after deposit in the United States
     mail with the required postage.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.

MICHAEL KIRSH                       VITAMINERALHERB.COM CORP.
                                    A NEVADA CORPORATION



___________________________         By: ______________________
                                         J.P.  Beehner, President

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                                   EXHIBIT A
                            PRODUCT SPECIFICATIONS

     In the event of any inconsistency between the terms of Customer's purchase
order and this Product Specification Sheet, this Sheet and the terms of the
Manufacturing Agreement shall control.

Short Product Name: _____________________________

Exact Product Ingredients and Percentages:




Other Product Specifications:

Color: ___________ Tablet Type: ____________ Consistency:______________

Weight: _______ Bottle Size/Color:____________ Bottle Count: ___________

Cotton Insert:____ Bottle Seal:____ Shrink Wrap Neck Band:___ Silicon Pack:____

Micro-biological content: Customer to specify any requirements, if none
specified, product will be manufactured to industry standards.

Labels: Labels and/or boxes to be provided by Customer [identify any size]______

Labels/Boxes to be Received by [date] _____ to ensure timely delivery

Master Pack/Wrapping/Palleting Requirements (if any):_________________________

Ship to Address: _________________________________________________

Order Quantity: (minimum 5,000 BOTTLES): ________

Price: _____________ FOB IFM's facility in San Diego, CA.

Delivery Dates(s): _______________________________________

Terms of Sale: 50% with submission of purchase order; 50% due upon completion of
manufacturing, unless otherwise specified______________________

Purchase Order Number: ________________

Date of Purchase Order: _______________

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                                   EXHIBIT B

                          DISPUTE RESOLUTION AGREEMENT

     THIS DISPUTE RESOLUTION AGREEMENT ("Dispute Resolution Agreement") is
entered into and effective as of _________________________, 2000 by and between
Vitamineralherb.com Corp., a Nevada corporation, and Cambridge Creek, Inc., a
Washington corporation.

1.   INTENT OF PARTIES. The parties desire to establish a quick, final and
     ------------------
binding out-of-court dispute resolution procedure to be followed in the unlikely
event any dispute arising out of or related to the Manufacturing Agreement dated
_________________, 2000 between the parties ("Agreement"). As used in this
Dispute Resolution Agreement, the term "dispute" is used in its broadest and
most inclusive sense and shall include, without limitation, any disagreement,
controversy, claim, or cause of action between the parties arising out of,
related to, or involving the Agreement or the transactions evidenced by the
Agreement (collectively "Dispute").

2.   NEGOTIATION. It is the intent of the parties that any Dispute be resolved
informally and promptly through good faith negotiation between the parties.
Therefore, in the event of a Dispute between the parties, the following will
apply:

     A.   Correspondence. Either party may initiate negotiation proceedings by
          ---------------
          writing a certified or registered letter, return receipt requested, to
          the other party referencing this Dispute Resolution Agreement, setting
          forth the particulars of the Dispute, the term(s) of the Agreement
          involved and a suggested resolution of the problem. The recipient of
          the letter must respond within ten (10) days after its receipt of the
          letter with an explanation and response to the proposed solution.

     B.   Meeting. If correspondence does not resolve the Dispute, then the
          --------
          authors of the letters or their representatives shall meet on at least
          one occasion and attempt to resolve the matter. Such meeting shall
          occur not later than thirty (30) days from the parties' last
          correspondence. If the parties are unable to agree on the location of
          such a meeting, the meeting shall be held at Grantor's corporate
          offices. Should this meeting not produce a resolution of the matter,
          then either party may request mandatory mediation (as provided below)
          by written notice to the other party.

3.   MEDIATION.
     ----------
     A.   Selection of Mediator.  There shall be a single mediator.  If the
          ----------------------
          parties cannot agree upon an acceptable mediator within ten (10) days
          of termination of the negotiation, each party shall select one
          mediator from a list of not less than five (5) mediators provided by
          the other party. These two mediators shall select a third mediator who
          shall serve as the sole mediator.

     B.   Subject to the availability of the mediator, the mediation shall occur
          not more than thirty (30) days after the request for mediation. The
          mediation shall be held in Seattle, Washington.  The cost of mediation
          shall be borne equally by the parties. The mediation process shall
          continue until the Dispute (or any part thereof) is resolved or until
          such time

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          as the mediator makes a finding that there is no possibility of
          resolution short of referring the parties to final and binding
          arbitration.

4.   FINAL AND BINDING ARBITRATION. Should any Dispute (or part thereof) remain
     ------------------------------
     between the parties after completion of the negotiation and mediation
     process set forth above, such Dispute shall be submitted to final and
     binding arbitration in Seattle, Washington pursuant to the provision of
     R.C.W. 7.04. Procedurally, the arbitration will be conducted in conformity
     with Washington Mandatory Arbitration Rules 5.1 - 5.4 and the following
     provisions, which shall supersede the R.C.W. in the event of any
     inconsistency:

     A.   Selection of Arbitrator(s). There shall be a single arbitrator, except
          in the case where the amount in dispute exceeds $100,000, in which
          case there shall be three arbitrators. If the parties cannot agree
          upon acceptable arbitrator(s) within ten (10) days of the termination
          of the mediation, each party shall select one arbitrator from a list
          of not less than five (5) arbitrators provided by the other party.
          These two arbitrators shall select a third arbitrator who shall serve
          as the sole arbitrator or the third arbitrator, as the case may be.
          The determination of a majority of the arbitrators or the sole
          arbitrator, as the case may be, shall be conclusive upon the parties
          and shall be non-appealable.

     B.   Discovery. No discovery shall be permitted, absent a showing of good
          ----------
          cause. Any discovery request should be reviewed with the knowledge
          that this dispute resolution process was mutually agreed upon and
          bargained for by the parties with the intent to provide a cost-
          effective and timely method of resolving disputes. Any discovery
          granted by the arbitrator should be limited to that necessary to
          protect the minimum due process rights of the parties.

     C.   Equitable Remedies. Any party shall have the right to seek a temporary
          -------------------
          restraining order, preliminary or permanent injunction or writ of
          attachment, without waiving the negotiation, mediation and arbitration
          provision hereof. Any other form of equitable or provisional relief
          and all substantive matters relating to the Dispute shall be
          determined solely by the arbitrator(s).

     D.   Attorney's Fees; Arbitration Costs. Each party may be represented by
          -----------------------------------
          an attorney or other representative selected by the party. The costs
          of the arbitration shall be borne equally by the parties. Each party
          shall bear its own attorneys'/representatives' fees and costs;
          provided that if the arbitrator(s) find either party has acted in bad
          faith, the arbitrator(s) shall have discretion to award attorneys'
          fees to the other party.

     E.   Scope of Arbitration; Limitation on Powers of Arbitrator(s);
          ------------------------------------------------------------
          Applicable Law. No party may raise new claims against the other party
          ---------------
          in the arbitration not raised in the mediation. The arbitrator shall
          have the power to resolve all Disputes between the parties. The
          arbitrator(s) shall not have the power to award treble, punitive or
          exemplary damages and the parties hereby waive their right to receive
          treble, punitive or exemplary damages, to the extent permitted by law.
          The arbitrator(s) shall only interpret and apply the terms and
          provision of the Agreement and shall not change any such terms or
          provisions or deprive either party of any right or remedy expressly or
          impliedly provided for in the Agreement.

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          The arbitrator(s) shall apply the law of the State of Washington, or
          federal law, in those instances in which federal law applies.

     F.   Designation of Witnesses/Exhibits; Duration of Arbitration Process;
          -------------------------------------------------------------------
          Written Decision. At least thirty (30) days before the arbitration is
          -----------------
          scheduled to commence, the parties shall exchange lists of witnesses
          and copies of all exhibits intended to be used in arbitration. The
          arbitration shall be completed within 90 days of the selection of the
          first arbitrator. The arbitrator(s) shall render a written decision,
          which contains findings of fact and conclusions of law, within 30 days
          of the conclusion of the arbitration and shall specify a time within
          which the award shall be performed. Judgment upon the award may be
          entered in any court of competent jurisdiction.

5.   MISCELLANEOUS
     -------------

     A.   Enforcement of Negotiation/Mediation Provisions. If a party demanding
          ------------------------------------------------
          such compliance with this Agreement obtains a court order directing
          the other party to comply with this Dispute Resolution Agreement, the
          party demanding compliance shall be entitled to all of its reasonable
          attorneys' fees and costs in obtaining such order, regardless of which
          party ultimately prevails in the matter.

     B.   Severability. Should any portion of this Dispute Resolution Agreement
          -------------
          be found to be invalid or unenforceable such portion will be severed
          from this Dispute Resolution Agreement, and the remaining portions
          shall continue to be enforceable unless to do so would materially
          alter the effectiveness of this Dispute Resolution Agreement in
          achieving the stated intent of the parties.

     C.   Confidentiality. The parties agree that they will not disclose to any
          ----------------
          third party that (1) they are engaged in the dispute resolution
          process described herein, (2) the fact of, nature or amount of any
          compromise resulting herefrom, or (3) the fact of, nature or amount of
          any arbitration award. This confidentiality obligation shall not
          extend to the party's employees, spouses, accountant, bankers,
          attorneys or insurers or in the event that disclosure is otherwise
          required by law.

     D.   Time to Initiate Claims. An aggrieved party must mail and the other
          ------------------------
          party must receive the correspondence which initiates negotiation
          proceedings in connection with a Dispute as specified in Paragraph
          2(A) (1) within one (1) year of the date the aggrieved party first
          has, or with the exercise of reasonable diligence should have had,
          knowledge of the event(s) giving rise to the Dispute (the "One Year
          Statute of Limitations"). No Dispute may be raised under this Dispute
          Resolution Agreement after the expiration of the One Year Statute of
          Limitations.

     E.   Entire Agreement. These dispute resolution provisions express the
          -----------------
          entire agreement of the parties and there are no other agreements,
          oral or written, concerning dispute resolution, except as provided
          herein. Any ambiguity in the provisions hereof shall not be construed
          against the drafter. This Dispute Resolution Agreement may only be
          modified in a writing signed by both parties.

     F.   Successors. This Dispute Resolution Agreement is binding upon and
          -----------
          inures to the benefit

                                                                    Page 9 of 10
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          of the parties, their agents, heirs, assigns, successors-in-interest,
          and any person, firm or organization acting for or through them.

     G.   Venue and Jurisdiction. Venue and exclusive jurisdiction for any
          -----------------------
          action arising out of or related to this Dispute Resolution Agreement
          (including, but not limited to, equitable actions contemplated by
          Section 4 (C) and actions brought to enforce or interpret this Dispute
          Resolution Agreement) shall be in the state courts for the County of
          King, Washington, or the federal court for the Western District of
          Washington.

     H.   Notice. Any notice or communication required to be given hereunder
          -------
          shall be in writing and shall be mailed via the United States Postal
          Service by Certified Mail or Registered Mail, Return Receipt
          Requested, or by Federal Express or other overnight courier which can
          document delivery, to the address of the party to be served as shown
          below (or such other address as the party shall from time to time
          notify). Such notice shall be deemed to have been served at the time
          when the same is received by the party being served.

          Vitamineralherb.com Corp.:  J. P. Beehner, President
                                          3030 FM 518 Apt 221
                                          Pearland TX 77584-7817
                                          Fax: 281-388-1047
                                          Phone: 281-331-5580

          Cambridge Creek,  Inc.:






     I.   Acknowledgment of Legal Effect of this Dispute Resolution Agreement.
          --------------------------------------------------------------------
          By signing this Dispute Resolution Agreement, the parties acknowledge
          that they are giving up any rights they may possess to have Disputes
          litigated in a court and are hereby waiving the right to a trial by
          jury. The parties further acknowledge that they are agreeing to a one
          year statute of limitations regarding all Disputes and that they are
          giving up their judicial rights to discovery and to appeal, unless
          such rights are specifically set forth above. The parties acknowledge
          that if they refuse to submit to the provisions of this Dispute
          Resolution Agreement they may be compelled to do so under the
          authority of the Washington Mandatory Arbitration Rules. The parties
          acknowledge that they have had the opportunity to consult counsel
          regarding the meaning and legal effect of this Dispute Resolution
          Agreement and enter into it knowingly and voluntarily.

     IN WITNESS WHEREOF, the parties have entered into this Dispute Resolution
Agreement as of the date first above written.

MICHAEL KIRSH                       VITAMINERALHERB.COM CORP.
                                    A NEVADA CORPORATION


___________________________         By: ______________________
                                         J.P.  Beehner, President




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