Statement of Work
                                       For
                              Vibrant Health, Inc.

     This  Statement  of  Work  describes the services that E-Site Technologies,
Inc.,  hereinafter  (E-Site), will perform for Vibrant Health, Inc., hereinafter
(Client).

SCOPE  OF  WORK
---------------
     This  scope  of  the  work  to  be  performed  for  Client will include the
development  of a data driven Internet web site to include; a Contact Management
Database system, an Email Broadcast system, and a Content Management system, all
inclusive  hereinafter  (Web  Site  System).

     The  Web Site System will be tailored for the special needs of Client.  The
Client  is  expecting  to use the Web Site System in the promotion, distribution
and  selling  of  nutritional  products.

     E-Site  also intends to assist the Client in enhancing this Web Site System
to  include  E-Commerce capabilities.  Any such E-Commerce work will be provided
to  Client  under  a  future  separate  Statement  of  Work and is expressly not
included  in  the  deliverables  of  this  package  of  services.

DELIVERABLES
------------
     This  Statement  of  Work  calls  for  the  following  deliverables:

Contact  Management  Database:
-----------------------------
Web interface and database system for retrieving, searching, storing, adding and
editing  contact information including the fields laid out in the online contact
form.

Email  Broadcast:
-----------------
This  includes  a  web  interface and system for selection of contacts, input of
information  for,  and  broadcast  emailing of emails to contacts in the contact
management  database.  This  will  also  include a system for contacts to remove
themselves  from  future  broadcast  emails  thru  a link included on all emails
broadcasted  from  the  system.

Content  Management:
--------------------
This  is  a  web interface and system for easily adding items to press releases,
shareholder  letters and calendar of events.  The ability to add and remove main
site  navigation  buttons.  The  ability  to add and remove subcategories of the
main site navigation buttons.  The ability to manage the content attached to the


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subcategories  of  the  main  site  navigation  buttons.  The ability to add and
manage  links  based  on  words,  word  combinations  and  images.

     The Deliverables will be considered complete upon final site navigation and
mutual  agreement  between  E-Site  and  Client.

FEES
----
     The fees for this project will be a total of $10,000.  This will be due and
payable to E-Site by Client in three payments.  The first payment of $1,000 will
accompany  the  execution  of  this  agreement and prior to the beginning of any
work.  The  second  payment  of  $4,000  will  be due and payable upon the first
review by Client of the work completed while the web site system is still hosted
on  a  development  server.  The Final payment of $5,000 will be due and payable
when  all  deliverables  described  in  this  document  have  been completed and
delivered  by  E-Site  to  Client.

     Hosting  fees  will  be  $300  a month until traffic to the site requires a
co-located  hosting  facility.  Hosting  fees  will  commence  once the Web Site
System  has  been moved from the development server to a live production server.

TIMELINE
--------
     E-Site  expects  all deliverables to be completed by 12 weeks from the date
project  has  begun.  E-Site will begin the project within five business days of
execution of this Statement of Work by Client and receipt by E-Site of the first
payment  by  Client.

LICENSING
---------
     These  systems  will  be  developed by taking advantage of certain licenses
that  E-Site has rights to from an agreement with 1st Accredited Venture Capital
LLLP.  Client  agrees to allow 1st Accredited Venture Capital to co-own the data
in  the  contact  management  database in return for a non-exclusive, perpetual,
irrevocable,  worldwide,  royalty-free  and  fully-paid  up  license hereinafter
provided  for.  E-Site  shall  defend,  indemnify  and  hold Client and Client's
officers,  directors,  employees  and agents harmless from any and all claims or
expenses  (including  legal expenses and court costs), losses, costs, damages or
liabilities,  which  may  be  incurred on account of any infringement or alleged
infringement  of  the  Intellectual Property Rights of others in connection with
the  use  by  Client  of  the  Web Site System code.  Client shall be deemed the
author or owner of any trademarks, trade names, logos, graphics or data provided
by  Client  and  incorporated  into  the  Web  Site  System.  Client  expressly
recognizes  that  it  is  not  and  will not be the author or owner of any code,
graphics,  data  or  documentation provided to Client by E-Site where such code,
graphics,  data  or  documentation  consists  of  preexisting know-how, generic,
licensed  or  non-unique  software  components,  structures,  architectures,
subroutines,  functions,  algorithms, formulas, third party tools, libraries and
programs,  which  E-Site  may make use of to develop or incorporate into the Web
Site System, and to which E-Site or any third party licensor has prior copyright
ownership  ("Preexisting  Materials").


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<PAGE>
CLIENT'S  RESPONSIBILITIES
--------------------------
     E-Site's  ability  to effectively produce the work required by this project
requires  that  the  necessary  representatives  of  Client  be  available  for
discussion and decision-making.  This does not mean such representatives must be
on  hand  at  all  times,  but  they  must  be  at least available for regularly
scheduled  conversations.

     Client  also understands that for development to run most efficiently, they
will  need  to  be  actively  reviewing  various  parts  of  the work E-Site has
completed  and  or  requires  Client's review of, for decision-making.  Timeline
shifts  may  occur  when design decision, which rely on Client's review, are not
available  to  E-Site.

     Client  also  understands that all content that is included in the Web Site
System is the clients' sole responsibility. If at any time there is content that
the Client feels needs to be removed from the Web Site System, E-Site will do so
in  a  workmanlike  manner after receiving written instructions from Client. The
Client  hereby  agrees  to  indemnify  and hold harmless E-Site from any and all
liability,  claims,  damages  and  lawsuits  of  third  parties  for any and all
activities  related  to  the  use  of  the Web Site System by such third parties
pursuant  to  this  Agreement, including but not limited to, attorney's fees and
all  costs  related  to  any  lawsuits  or  arbitration.

WARRANTIES  AND  DISCLAIMERS
----------------------------
     E-Site  warrants  that  the  Web  Site  System  will perform it's essential
purpose  as  stated in this Statement of Work, to the reasonable satisfaction of
the  Client.  Should E-Site breach any of its warranties herein, Client shall so
notify  E-Site  in  writing, and E-Site shall use reasonable diligence to remedy
such breach within 30 days of receipt of Client's notice.  Should E-Site fail to
remedy  the  breach  within  that time, Client shall be entitled to a reasonable
abatement  of fees hereunder and any other damages permitted by law. IN NO EVENT
SHALL  E-SITE  BE LIABLE TO CLIENT FOR ANY AMOUNT IN EXCESS OF THE FEES ACTUALLY
PAID  BY  CLIENT  TO  E-SITE  FOR  SERVICES  AND  THE  WEB  SITE SYSTEM PROVIDED
HEREUNDER.  CLIENT  AGREES  THAT ANY EFFORTS BY E-SITE TO MODIFY ITS SERVICES OR
WEB  SITE SYSTEM SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY
WARRANTIES  SHALL  NOT  BE  DEEMED  TO  HAVE  FAILED OF THEIR ESSENTIAL PURPOSE.
CLIENT  FURTHER  AGREES THAT IN NO EVENT SHALL E-SITE BE LIABLE TO CLIENT OR ANY
THIRD  PARTY FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, INTERRUPTION OF
BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL  OR CONSEQUENTIAL DAMAGES
OF  ANY  KIND  WHETHER  UNDER  THIS  AGREEMENT  OR OTHERWISE, EVEN IF E-SITE WAS
ADVISED OF THE POSSIBILITY.  MODIFICATIONS MADE TO THE WEB SITE SYSTEM BY CLIENT
OR  ANY  THIRD  PARTY  VOIDS  ANY  REMAINING EXPRESS OR IMPLIED WARRANTIES. Some
jurisdictions  do  not  permit  the  exclusion  or  limitation  of liability for
consequential  or  incidental  damages,  and, as such, some portion of the above
limitation  may  not apply to Client.  In such jurisdictions, E-Site's liability
is  limited  to  the greatest extent permitted by law. Notwithstanding any other
provision  or  waiver  of  liability  or  warranty  contained  in  this Section,
Warranties  and Disclaimers, Client agrees to indemnify and hold harmless E-Site
----------------------------


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<PAGE>
from  any  and  all  liability,  claims,  damages  and lawsuits of third parties
related  to  the  services  and  use  of  the  Web  Site System pursuant to this
Agreement,  including  but not limited to, attorney's fees and all costs related
to  any  lawsuits  or  arbitration.

AUTHORIZATION  TO  BEGIN  WORK
------------------------------
     Services  will  no  occur until written authorization and the first payment
has  been  received  by  E-Site  from  Client.  The  signatures  below represent
Client's  approval  for  E-Site  to  commence  work on this project as currently
defined, with an agreement to pay all fees incurred upon the successful delivery
of  such  work.

Please  return  this  letter  and  the  first  payment  to:

          E-Site  Technologies,  Inc.
          5957  S  Birch  Way
          Littleton,  CO  80121

SIGNATURES
----------

For:  E-Site  Technologies,  Inc.          For:  Vibrant  Health,  Inc.


________________________________           _________________________________
Signature                                  Signature


Dennis  Lairamore
                                           _________________________________
                                           Name


President                                  _________________________________
                                           Title


_______________________________            _________________________________
Date                                       Date


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<PAGE>
                                Statement of Work
                     Shopping Cart and E-commerce System for
                              Vibrant Health, Inc.

     This  statement  of  work  describes  the project that E-Site Technologies,
Inc.,  hereinafter  (E-Site),  will perform for Vibrant Health, Inc. hereinafter
(Client).

Description  of  Work
---------------------
     This  project  is  to  add  basic  E-commerce functionality to the existing
VibrantHealthOnline.com  web  site  system.

Deliverables
------------
     This  statement  of  work  covers  the  following  deliverables:

Requirements:
------------
The requirements for this project are defined in the Shopping Cart System Design
Requirements  document.

Project  Fees
-------------
     The  fees  for this project will be a total of $3,200.00.  This will be due
and payable to E-Site by Client when all deliverables described in this document
have been completed and delivered by E-Site to Client.  These fees cover hosting
of  VibrantHealthOnline.com, until 12/31/02.  The level of hosting is limited to
what E-Site can cover with $150 worth of bandwidth and processing per month.  If
the  bandwidth  and  or  processing  requirements of the vibranthealthonline.com
website  grow  beyond what E-Site can provide for $150.00 per month, E-Site will
charge  an  appropriate  additional  amount  that  will  be passed on to Client.
Client  will  also be responsible for the cost of materials for any software and
or components that are determined by both parties to be necessary for review and
or  use  during  this  project.

Timeline
--------
     The  timeline of this project will be dynamic due to its inherent unknowns,
but  E-Site  expects  all  deliverables  to  be completed by January 11th, 2002.

Client's  Responsibilities
--------------------------
     E-Site's  ability  to effectively produce the work required by this project
requires  that  the  necessary  representatives  of  Client  be  available  for
discussion and decision-making.  This does not mean such representatives must be
on  hand  at  all  times,  but  they  must  be  at least available for regularly
scheduled  conversations.
     Client  also understands that for development to run most efficiently, they
will  need  to  be  actively  reviewing  various  parts  of  the work E-Site has
completed  and  or  requires  Client's review of, for decision-making.  Timeline
shifts  may  occur  when  reviews  or  design  decisions are not made quickly by
Client.

Authorization  to  Begin  Work
------------------------------
     Delivery  of  consulting  services cannot occur until written authorization
has  been  received  by  E-Site  from  Client.  The  signatures  below represent
Client's  approval  for  E-Site  to  commence  work on this project as currently
defined,  with  an  agreement  to  pay all fees incurred in the delivery of such
work.

Please  return  this  letter  to  my  attention  at  the  following  address:

          E-Site  Technologies,  Inc.
          C/O  Dennis  Lairamore
          5957  South  Birch  Way
          Littleton,  CO  80121


<PAGE>
Signatures
----------
For  Client                              For  E-Site  Technologies,  Inc.


________________________________         _________________________________
Signature                                Signature


________________________________         _________________________________
Name                                     Name


_______________________________          _________________________________
Title                                    Title


_______________________________          _________________________________
Date                                     Date


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<PAGE>