FLUIDESIGN
                   WEB SITE DEVELOPMEN AND SERVICES AGREEMENT


         THIS WEB SITE  DEVELOPMENT  AND  SERVICES  AGREEMENT  (hereinafter  the
"Agreement"),  made and  entered  into  this 30th day of  November,  2000 by and
between iGoHealthy.com,  Inc. (hereinafter "Client") a Colorado Corporation, and
Fluidesign (hereinafter "Fluidesign") a sole proprietorship.

                                    RECITALS

         WHEREAS,  Client and Fluidesign,  have agreed on a proposal,  a copy of
which will be  attached  hereto as Exhibit A, for the design,  construction  and
maintenance of a world wide web site for Client (hereinafter the "Client Site");

         WHEREAS,  the parties now desire to formalize  the proposal by entering
into this Agreement for the design, construction,  and maintenance of the Client
Site;

         NOW  THEREFORE,   in  consideration  of  the  mutual   representations,
warranties,  covenants and agreements of the parties  hereinafter set forth, the
parties hereto, intending to be legally bound, do hereby agree as follows:

                              TERMS AND CONDITIONS

          1.   RECITALS TRUE AND ACCURATE. The recitals are true and accurate in
               all material respects as of the date hereof.

          2.  DEFINITIONS.
             ------------

          2.1 Client  Content.  The term "Client  Content" shall mean the Client
     Materials modified by Fluidesign for use on the Client Site.

          2.2 Client  Marks.  The term Client  Marks shall mean the  trademarks,
     trade  names,  service  marks,  or logos owned,  controlled  or licensed by
     Client.

          2.3 Client  Materials.  The term "Client  Materials"  shall mean text,
     statistics,  graphics,  artwork,  photographs,  and  other  such  materials
     supplied by Client.  Client Materials shall include Exclusive Materials (as
     hereinafter  defined),  including  the  conversion of materials to a format
     ready for display on the Client Site.

          2.4 Error.  The term "Error" shall mean any failure of the Client Site
     to  operate  in  accordance  with  its  specifications  or  the  terms  and
     conditions of this Agreement.

          2.5  Exclusive  Materials.  The Term  Exclusive  Materials  shall mean
     materials made by Fluidesign  for the exclusive use of the Client,  whether
     using  Client  Materials or made solely by  Fluidesign,  or modified by the
     Fluidesign for the Client.

          2.6 Launch Date.  The term "Launch  Date" shall mean the date on which
     the Client Site,  operating in a live  environment  on the Host Server,  is
     operational and publicly available to users of the World Wide Web.

          2.7  Services.  The term  "Services"  shall  mean the  services  to be
     provided by Fluidesign to Client hereunder.

     3.  SERVICES.  Throughout  the Term (as defined  below),  Fluidesign  shall
perform and provide the Services outlined in this Article 3, and in Exhibit "A,"
and as otherwise  subsequently  agreed to in writing  between the  parties.  All
Services  shall  be  performed  in  a  competent  and  professional   manner  by
knowledgeable,  trained and  qualified  personnel,  and all software used in the
Client Site shall be based upon open standard technologies.  Fluidesign shall be
the exclusive provider of web design and hosting services to Client.

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          3.1  Site  Design,  Construction  and  Maintenance.  Fluidesign  shall
     design,  construct,  maintain  and host the  Client  Site on a Host  Server
     designated by Fluidesign from Client Materials.

          3.2 Site Maintenance and Operation.  Fluidesign will operate, maintain
     and  support the Client Site on the terms and  conditions  provided  for in
     this agreement.

          3.3  Technical  Support.   At  reasonable  times,  and  as  reasonably
     requested  by  Client,  Fluidesign  shall  render the  following  technical
     support by telephone  and e-mail,  at no extra charge to Client.  If Client
     notifies  Fluidesign  during  Fluidesign's  normal hours,  Fluidesign shall
     promptly  respond to Client.  Upon discovery or notice of an Error,  as the
     case  may  be,  Fluidesign  shall  make  reasonable  efforts  to  supply  a
     work-around or correction of any Error as soon as practicable. In the event
     that the Error  significantly  interferes  with the operation of the Client
     Site,   Fluidesign   shall  endeavor  to  resolve  such  Error  within  the
     twenty-four (24) hour period immediately  following of actual notification;
     provided,   however,  that  Client  acknowledges  and  agrees  that  should
     notification  of an Error be delivered to Fluidesign on a weekend,  holiday
     or  after  normal  business  hours,  that  any  such  correction  shall  be
     undertaken   by   Fluidesign   as   soon   as   commercially   practicable.
     Notwithstanding  any provision contained in this Agreement to the contrary,
     Client acknowledges and agrees that if any Error should occur due to forces
     or  circumstances   outside  of  the  reasonable   control  of  Fluidesign,
     Fluidesign shall not be held accountable  hereunder for failing to take any
     measure that may be otherwise required herein.

          3.4 Backup  Archives.  At no extra charge to Client,  Fluidesign shall
     maintain backup of the Client Site.

         4.  Proprietary Rights.
             -------------------

          4.1 Intellectual  Property  Rights.  Client Materials shall remain the
     copyright  property  of  Client..  Exclusive  Materials  shall be made as a
     contribution to a compilation  and/or an audiovisual  work and is done as a
     "work made for hire" as that term is defined under U.S.  copyright  law. To
     the extent that the  Exclusive  Materials do not qualify as a work made for
     hire under  applicable law, and to the extent that the Exclusive  Materials
     include  material  subject to copyright,  patent,  trade  secret,  or other
     proprietary  rights  protection,  Fluidesign hereby assigns to Client,  its
     successors  and  assigns,  all  right,  title  and  interest  in and to the
     Exclusive Materials, including all copyrights,  patents, trade secrets, and
     other proprietary rights therein (including renewals thereof).

          4.2 Grant of  License by Client.  As  between  Client and  Fluidesign,
     Client  shall  own all  right,  title  and  interest  in and to the  Client
     Content.    Client   hereby   grants   to   Fluidesign   a   non-exclusive,
     non-transferable,  limited license coterminous with this Agreement,  to use
     the Client Content under the terms and conditions of this Agreement  solely
     in connection with the establishment of the Client Site.

          4.3  Right of  Artistic  and  Editorial  Control.  Client  shall  have
     exclusive  editorial control over the Client Site.  Fluidesign shall assume
     primary  artistic  control over the Client Site;  provided,  however,  that
     Client shall have final artistic approval,  which shall not be unreasonably
     withheld.

          4.4 Copyright Notice.  Fluidesign shall cause the following  copyright
     notice (or any other  notices as  instructed  by Client) to be displayed on
     the first  page of the  Client  Site on which  Client  Content  is  viewed:
     "Copyright  2000  IGoHealthy.com,  Inc..  All rights  reserved."  "Portions
     Copyright 2000 Fluidesign. All rights reserved."

          4.5  Trademark  Usage.  Fluidesign  shall  submit to Client  for prior
     written  approval all proposed uses of the Client Marks,  and shall not use
     the Client Marks without such approval. Client reserves the right to review
     any approved use of the Client Marks and to require changes in such further
     use, and Fluidesign agrees to comply with any such requirements.

          4.6 Rights  Clearance.  Client  shall  assume sole  responsibility  at
     Client's sole cost and expense, for obtaining any and all rights, releases,
     licenses,  clearances or other permissions  necessary to lawfully place any
     Client  Materials  on the Client  Site.  Except with  respect to the Client
     Materials,  Fluidesign shall have the full and complete  responsibility  to
     obtain any  rights,  licenses,  clearances,  releases  or other  permission
     necessary  for Client to utilize  the Client Site as  contemplated  by this
     Agreement and to pay any fees or costs  associated  therewith.  All rights,
     licenses,  clearances,  releases,  or other permissions  obtained hereunder
     shall be on a perpetual, irrevocable, royalty-free, transferable basis.
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          5. SERVICE FEES.
             -------------

          5.1 Initial  Creation.  Fluidesign will produce for Client a Web Page,
     as  described  in proposal and  particularly  the invoice  breakdown of the
     proposal, for the total price of $36,753.00, of which $18,376.50 is due and
     payable upon the execution of this Agreement.  The balance of $18,376.50 is
     due upon Launch.

               5.1.1 Project Scope Change. Fluidesign, at its discretion, may at
          any time during the Initial  Creation  phase,  and after notifying the
          Client,  issue a "change  order" should the Client change the scope of
          the  project  significantly  or add  additional  work to the  original
          project. Two copies of the change order will be provided to the Client
          by  Fluidesign.  Client must sign both and return the change  order to
          Fluidesign within 7 business days of its receipt. If Client refuses to
          sign such an order,  all work on the  Initial  Creation of the project
          will cease until Client  agrees to do so, unless  previously  arranged
          with Fluidesign.

          5.2 During Term of Agreement.

               5.2.1  Revisions  to Web Site.  Changes in the Web Site after the
          Launch Date will be  accomplished by Fluidesign at the rates set forth
          in the Web Site  pricing  portion of the  PROPOSAL.  Invoices for such
          work shall be rendered upon  completion and shall be delinquent if not
          paid within  fourteen  (14) days.  Fluidesign  may change such pricing
          upon thirty (30) days' written notice to Client.

               5.2.2 Hosting of the Web Site. During the term of this Agreement,
          Client  will  pay  Fluidesign  or  the  host  provider  designated  by
          Fluidesign  a fee of $99.00 per month for hosting of the Client  Site.
          Such fees will be paid to  Fluidesign or the host provider in advance,
          on or before the 10th day of each billing month. Fluidesign may change
          such fee on thirty (30) days' written notice to Client.

          6. TERM. This Agreement shall continue as to maintenance  services and
     Web Site hosting  until  terminated  by either  Client or  Fluidesign  upon
     ninety (90) days'  written  notice to the other,  except that if Fluidesign
     notifies Client of a change in pricing, Client may terminate this Agreement
     on not less than fifteen (15) days' written  notice  effective the date the
     pricing changes otherwise would take effect.

          7. CONFIDENTIAL INFORMATION. Client and Fluidesign acknowledge that in
     the course of  dealings  between  the  parties,  each  party  will  acquire
     information about the other party, its business  activities and operations,
     its technical  information and trade secrets,  of a highly confidential and
     proprietary  nature.  All such  confidential  information  will be  clearly
     labeled  or  otherwise  identified  as such by the  party  delivering  such
     confidential  information.  Each  party  covenants  to the other  that each
     agrees not to use such confidential  information for any purpose except the
     performance of this  Agreement,  and not to disclose any such  confidential
     information to any person unless such disclosure is authorized by the other
     party in writing.  Fluidesign  will use and maintain  appropriate  security
     measures  to  honor  all of  its  obligations  under  this  Agreement.  The
     foregoing obligation of confidentiality will not apply to information that:
     (i) is or becomes  generally known or available by publication,  commercial
     use,  access to the Client Site,  or  otherwise  through no fault of either
     party;  (ii) is known by either  party and is not  subject to  restriction;
     (iii) is  lawfully  obtained  from a third  party who has the right to make
     such disclosure without restriction; or (iv) is released for publication by
     either party in writing.

          8.       WARRANTIES, REPRESENTATIONS, AND COVENANTS.
                   -------------------------------------------

          8.1 By Fluidesign. Fluidesign represents, warrants and covenants that:
     (i) all of the  Services,  whether  performed by  Fluidesign  or any of its
     subcontractors, will be rendered using sound, professional practices and in
     a competent and professional manner by knowledgeable, trained and qualified
     personnel;  (ii) the  Client  Site will be  designed  and will  operate  in
     conformance with the terms and conditions of this Agreement..
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          8.2 By Client. Client represents,  warrants and covenants that: to the
     best of Client's  knowledge none of the Client  Materials will infringe now
     or hereafter  during the Term upon any  copyright,  patent,  trade  secret,
     contractual or any other third-party right.

          9.  MISCELLANEOUS PROVISIONS..
              -------------------------

          9.1 No Agency, Employee,  Partnership or Joint Venture.  Fluidesign is
     acting solely as an  independent  contractor  and not as an agent,  partner
     joint  venturer,  or employee  of Client.  No party shall act in any manner
     contrary to the terms of this paragraph and no party shall become liable by
     any representation, act or omission of the other contrary to the provisions
     hereof.

          9.2 Required  Approvals.  Where agreement,  approval,  acceptance,  or
     consent by either  party is required by any  provision  of this  Agreement,
     such action shall not be unreasonably delayed or withheld.

          9.3 Partial Invalidity. If any term, provision,  covenant or condition
     of  this  Agreement  is held by a court  of  competent  jurisdiction  to be
     invalid,  void, or  unenforceable,  the remainder of the  provisions  shall
     remain in full force and effect and shall in no way be  affected,  impaired
     or invalidated.

          9.4 No Waiver.  A waiver by either of the parties hereto of any of the
     covenants, conditions, or agreements to be performed by the other shall not
     be  construed  to be a waiver of any  succeeding  breach  thereof or of any
     covenant, condition, or agreement herein contained.

          9.5 No  Assignment.  This  Agreement  shall not be  assigned by either
     party without the prior written consent of the other party.

          9.6 Governing Law. This  Agreement  shall be governed by and construed
     in accordance  with the laws of the State of California  without  regard to
     principles of conflict of laws.

          9.7 Entire Agreement.  This Agreement and the exhibits annexed hereto,
     constitute  the entire  agreement  between the parties  and  supersede  all
     discussions and agreements between the parties prior to the date hereof. No
     change,  waiver, or discharge hereof shall be valid unless it is in writing
     and is executed by the party against whom such change, waiver, or discharge
     is sought to be enforced.

          9.8 Notices.  Any notice to be given  hereunder by either party to the
     other must be effected by certified or registered  mail,  postage  prepaid,
     return  receipt  requested,  or by first class mail postage  prepaid and by
     telefax, in either case addressed as follows:

                  If to Client:
                           iGoHealthy.com, Inc.
                           11693 San Vicente Blvd. #310
                           Los Angeles, CA 90049
                           (253) 660-3085

                  If to Fluidesign:
                           Fluidesign
                           1223 Broadway St. Suite 108
                           Santa Monica, CA 90404
                           (310) 858-3700.  e-mail: info@fluidesign.com
                                                    -------------------

Each party may change its address by written  notice  given in  accordance  with
this paragraph.

          9.9  Attorneys'  Fees. If any legal action or arbitration is necessary
     to enforce or interpret the terms of this Agreement,  the prevailing  party
     shall be entitled to  reasonable  attorneys'  fees in addition to any other
     relief  to which  that  party  may be  entitled.  This  provision  shall be
     construed as applicable to the entire Agreement.

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          Executed  at Los  Angeles,  California  as of  the  date  first  above
     written.

CLIENT                                         FLUIDESIGN
iGoHealthy.com, Inc.                           Fluidesign, a sole proprietorship

By:   /s/ Farid E. Tannous                By:  /s/ Michael Schneider
   ------------------------------------      ------------------------------
   Farid E. Tannous                          Michael Schneider

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                                    Exhibit A


                               - Website Outline -
The goal for  iGoHealthy.com  is to create an  easy-to-use  site that will allow
users to quickly link to any of a number of affiliated health-related web sites.
The site will be designed  with an emphasis on graphics  rather than text,  thus
creating visual cues for the user and allowing them to quickly and  effortlessly
access the  products and  information  they are looking for. The goal of the web
site is to create an online shopping mall.

The HealthyBucks reward system will be implemented,  giving members an incentive
to keep returning to the site.

In  addition,  the site  will  feature  resources  such as a  message  board and
articles to supplement the shopping experience. These features complete the site
as a "one-stop" super-mall, where users can obtain any health-related product or
information.

                                - Phase Program -
All of  these  features  will  be  implemented  in  Phases,  subject  to  budget
limitations.  The affiliate network and HealthyBucks  system will be implemented
in Phase I. As many of the  additional  features as possible will be implemented
under  Phase I, and the rest will be  implemented  in Phase II, as  iGoHealthy's
budget allows. IGoHealthy will be able to decide, based upon the price quotes it
receives,  which of the  features  it chooses to  implement  in each  respective
Phase.

On the following page is the proposed site map for iGoHealthy:

                                    Site Map

                              [Diagram of Site Map]

                                 Website Detail

                               - Site Interface -
The interface will focus on a clean,  non-intrusive  design that allows users to
feel comfortable and "at home" in the site environment. Usability and navigation
will be key areas of the  design,  with an emphasis  on  simplicity.  Images and
graphics will be used rather than a lot of text,  allowing users to quickly scan
the site to find the  information  they are seeking.  The interface will also be
flexible,  allowing  for growth of the site and the  addition of more  affiliate
sites in the future.

                                - Mall Entrance -
This section will welcome  users to iGoHealthy  and introduce  them to the site.
Users will be able to browse different sections of the site or go immediately to
the section they are looking for.

                              - About iGoHealthy -
Provides  information about the site and company.  This section may also include
legal disclaimers and contact information.

                               - Member Sign-Up -
This section will explain the HealthyBucks  system and allow interested users to
sign-up.  Users will provide pertinent information such as email address,  name,
etc. for use in the site's  database.  After signing up,  members will receive a
login and password so that they can logon to the site as registered  users.  The
HealthyBucks  system  will  then  track  their  activity  and  reward  them with
HealthyBucks.

                                 - Promotions -
iGoHealthy  will  announce a list of promotions  and special deals  available to
users  on the  affiliate  sites.  Some  kind of  headline  will  be on the  Mall
Entrance,  drawing users into the main  Promotions  page.  Within the page, they
will find the rest of that  day/week's  promotions.  A search feature will allow
users to find the best prices for a specific  product.  These promotions and the
search function will only encompass affiliate sites.
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                             - Healthy Merchandise -
Users  with  HealthyBucks  to redeem  can go to this page where they will find a
list of items to purchase  with their  HealthyBucks.  Users will also be able to
select cash as their prize,  or make a charitable  donation to a listed charity.
In the future,  iGoHealthy  will also feature its own products,  which users can
purchase. A shopping cart function will be added to this section.

                                 Website Detail

                               - Resource Center -
The  Resource  Center  will  act as a  supplement  to  the  shopping  aspect  of
iGoHealthy.  Users will be able to find information and answers concerning their
health-related  questions.  Included  in the  Resource  Center will be a Message
Board and Chat Room,  allowing users to communicate with each other and exchange
information  and  experience.  This will help build an online  health  community
based at iGoHealthy, providing both a service to users and repeat traffic to the
site. There will be a section for articles  written by health experts.  Featured
articles  will change  periodically,  while older  articles will be archived for
reference.  An encyclopedia  will be at the disposal of users,  allowing them to
look up information on specific  topics.  Finally,  there will be a directory of
services where users will be able to look for specific  health services in their
areas.  This will work  through a search  engine  that will be able to search by
area/zip code, service requested, etc.

                                 - Member Page -
This  section  will be limited for  registered  members,  and will allow them to
"customize"  iGoHealthy according to their preferences.  It will include several
features aimed at increasing ease-of-use and adding to their iGoHealthy shopping
experience.   The  main  component  of  each  member's  section  will  be  their
HealthyBucks account,  which keeps track of their buying activity and the number
of HealthyBucks they have accumulated. The Shopping List will allow them to view
past  purchases and  immediately  go back to that same location on the affiliate
site to make a repeat  purchase.  The  Shortcuts  feature will allow  members to
create their own list of favorite sites that they can quickly link to. My Wallet
will remember a member's  credit card number and billing  information,  allowing
them to make purchases on a site without filling out the lengthy forms.  Members
will be provided with featured  articles on topics they choose.  These  articles
will change periodically,  providing up-to-date  information on pertinent health
topics. A final member feature will be the email newsletter. While not a feature
of the site,  it will be a service  provided to members to keep them  abreast of
the latest promotions and news featured on iGoHealthy.

               - Beauty & Vision, Drugstore, Sports Nutrition, Health & Fitness,
Vitamins & Herbs - These pages will contain a list of links to Affiliate sites.

                               Programming Detail

                         - 2-Part User Tracking System -
- Track which affiliate sites the user links to from Igohealthy.com. System will
capture  the  information  on where the user is going to before it sends them to
the site they chose. - Track what a user buys on a given affiliate  site,  which
then awards credits based on the dollar amount of the purchase.

This  portion  of the  project  will  require  a script to be  written  in three
different  languages (Cold Fusion,  ASP and CGI/PERL) so that we have a solution
for any affiliate site. The script will need to be placed in the affiliate site'
s shopping cart system and will insert  information  on what the user  purchased
into our database as well as in the affiliate's database.

                               - Database System -
- Keeps track of where users go, what they buy,  where  they're  from,  how many
credits they have,  etc. - this part is the structuring of the database to track
this data.

                        - User Login/My Account System -
- Will allow users to login using a username and password to view their  Healthy
Bucks totals and to redeem them for  designated  rewards.  This will include the
signup  application  for the  users  to join  iGoHealthy.  - Allow  users to see
listing of purchases they have made.
- Allow user to modify their account information (address, email, etc)
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                             - Site Administration -
- Allow  igohealthy  staff to modify  content of all major areas of the site.  -
Add/Modify/Remove  Healthy Bucks rewards - Administration of the member database
and ability to send email announcements to the members.

- Chat Room - - A  Javascript  chat room that users  could use  directly  on the
site. - Would involve different rooms/Sections.
- Each room would need to support a few hundred people

-                                              Newsletter E-mailing System -

-        - Sends periodic newsletters to members



                               Programming Detail

-                                                  Shopping Cart System -


- Allow  users  to buy  products  on the  site - Use  both  traditional  payment
(Credit) or HealthyBucks




-                                          "Shopping List" On the Member's Page-


- Remembers past purchases, so they can look at a past purchase and link back to
that item on the affiliate site.


-                                              "Short Cuts" On Member page -
- Allows member to set up their own list of favorite affiliates


                                      NOTES

- Project has an estimated  completion  time of eight weeks.  This  estimate and
guarantee will take effect upon signing a contract with Fluidesign.

- All  estimations  are based on the assumption that the client will provide all
necessary  material to Fluidesign  in a timely  manner.  Fluidesign  will not be
responsible if production is delayed due to delays in receiving content.

- All text estimations are based on the Client  providing  content to Fluidesign
in a web-ready format (i.e. a Microsoft Word document,  HTML, etc.).  Additional
charges will be assessed should typesetting services be needed.

- All text  estimations  are  also  based on the  Client  creating  all web site
material.  No  copywriting  fees are included  with these  estimates;  this is a
service offered but not included in this proposal.

- Client  agrees to  accept a "change  order"  should  the scope of the  project
change  greatly.  Client  agrees  that  production  of the project may be slowed
and/or  stopped by  Fluidesign  should  Client refuse to sign such an order upon
changing the project scope.

- Throughout  the project  Fluidesign  will contact client for approval of work.
Should the client delay responding to Fluidesign for more than 10 business days,
a charge of $150 per  business  day will be assessed  until the client  contacts
Fluidesign.
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- The client agrees to $99/month to HOST the web site.  Hosting is necessary for
a web site, and is independent of this proposal.

- Payment  schedule  is as  follows:  The Client  agrees to  deposit  50% of the
estimate, with the remaining 50% due upon completion of the project.

- Should client elect to accept Fluidesign's recommended maintenance package, it
will allow Fluidesign to  automatically  update the web site content without any
additional charge.

- Work is  anticipated  to commence  with 60 days of November 30, 2000.  At this
time  payment  will be received as  indicated  above.  No work will begin on the
project without a 50% deposit.

- Project is guaranteed to be completed by March 31, 2001, provided that project
commences no later than January 31, 2001.
                                      107