LICENSE AGREEMENT

THIS LICENSE AGREEMENT ("AGREEMENT") IS MADE AND EFFECTIVE AS OF AUGUST 17, 2000
BY  AND BETWEEN VITAMINERALHERB.COM CORP., A NEVADA CORPORATION ("GRANTOR"), AND
EDWIN  LAO  ("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 Illinois less
     ---------------------------
     the counties of Jo Davies, Stevenson,  Winnebago, Rock Island, Henry, Will,
     Kankakee,  Iroquois,  and  Vermillion.   Grantor  grants  to  Licensee  the
     exclusive  rights to market the Products in the  Territory  through the Web
     Site.

3.   Consideration.  Licensee shall pay Grantor the sum of Thirty-Five  Thousand
     -------------
     US Dollars (US $35,000) for the License.

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.


<PAGE>
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."


<PAGE>
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 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.


<PAGE>
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 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.


<PAGE>
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.  David  R.  Mortenson
                                       PO  Box  5034
                                       Alvin,  TX  77512-5034

     If  to  Licensee:                 Corporate Development and Innovation Inc.
                                       11229  Lyon  Road
                                       Delta,  B.C.
                                       Canada  V4E  1J8

     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.

                                        VITAMINERALHERB.COM  CORP.
                                        A  NEVADA  CORPORATION


/x/                                    By:    /x/
--------------------------------          -------------------------------
Edwin  Lao                                David  R.  Mortenson


<PAGE>
                                    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:  ________________


<PAGE>
                                    EXHIBIT B
                          DISPUTE RESOLUTION AGREEMENT

     THIS  DISPUTE  RESOLUTION  AGREEMENT  ("DISPUTE  RESOLUTION  AGREEMENT") IS
ENTERED  INTO  AND  EFFECTIVE  AS  OF  AUGUST  17,  2000  BY  AND  BETWEEN
VITAMINERALHERB.COM  CORP.,  A NEVADA CORPORATION, AND CORPORATE DEVELOPMENT AND
INNOVATION  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 August 17, 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 as the mediator makes a finding that there is no possibility
          of  resolution  short of  referring  the  parties to final and binding
          arbitration.


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


<PAGE>
     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.


<PAGE>
     F.   Successors.  This  Dispute  Resolution  Agreement  is binding upon and
          ----------
          inures to the benefit 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.:     David R. Mortenson, President
                                     PO  Box  5034
                                     Alvin,  TX  77512-5034
                                     Phone:  281-331-5580
                                     Fax:  281-331-9442

     Corporate Development and
       Innovation  Inc.:             Edwin  Lao
                                     11229  Lyon  Road
                                     Delta,  B.C.
                                     Canada  V4E  1J8
                                     Phone:  604-760-5080


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     I.   Acknowledgment of Legal Effect of this Dispute  Resolution  Agreement.
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          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.

                                     VITAMINERALHERB.COM  CORP.
                                     A  NEVADA  CORPORATION


/x/                                  By:          /x/
------------------------------          -----------------------------------
Edwin  Lao                              David  R.  Mortenson


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