Domain Name Sale and Assignment Agreement


This Agreement dated the 30th day of October, 2000.

WHEREAS  HEALTHY  USA,  INC.,  a Nevada  corporation,  (the  "Transferor"),  has
registered with Register.com the domain name iGoHealthy.com (the "Domain Name");

and

WHEREAS  iGoHealthy.com,  Inc., a Colorado corporation,  (the "Transferee"),  is
desirous of acquiring from the Transferor the Domain Name and the  registrations
therefor;

NOW THEREFORE,  FOR GOOD AND VALUABLE CONSIDERATION,  RECEIPT OF WHICH IS HEREBY
ACKNOWLEDGED,  the Transferor hereby transfers and assigns to the Transferee all
of the Transferor's  right, title and interest in and to the Domain Name and the
registrations therefor.

Consideration. Transferee shall pay to the Transferor the amount of Ten Thousand
Dollars  ($10,000.00)  (the  "Purchase  Price") as payment for the  purchase and
assignment  of the Domain  Name.  This amount was  mutually  agreed upon by both
parties  based upon review of an  appraisal of the Domain Name as prepared by an
independent  appraiser,  GreatDomains.com,  Inc. (see Exhibit A). The Transferor
has agreed to accept a Promissory Note (see Exhibit B) in the full amount of the
Purchase Price, subject to the following conditions:

     1.   Within two (2) weeks from the date of this  Agreement,  the Transferee
          shall make a partial  payment to the  Transferor of an amount not less
          than Two Thousand Dollars ($2,000.00); and

     2.  In the event that the proposed initial public offering of securities of
         the Transferee (the  "Offering") is closed on or before April 30, 2001,
         the unpaid balance under the  Promissory  Note shall be payable in full
         at the closing of the Offering.  However, in the event the Offering has
         not closed on or before the close of  business on April 30,  2001,  the
         unpaid  balance under the Promissory  Note shall  thereafter be payable
         within thirty (30) days after demand for payment by the Transferor.

FURTHERMORE, the Parties agree as follows:

         1.       The Transferor  agrees to cooperate with the Transferee and to
                  follow the  Transferee's  instructions  in order to effectuate
                  the  transfer  of the Domain  Name  registrations  in a timely
                  manner.  Specifically,  the  Transferor  agrees to prepare and
                  transmit the necessary documents and/or to correspond with the
                  appropriate  registrars  to  authorize  transfer of the Domain
                  Name.

         2.       The Transferor warrants and represents that:

                  (a) the Transferor has unencumbered rights in the Domain Name;

                  (b) the   Transferor   properly  registered  the  Domain  Name
                      without   committing   fraud  or misrepresentation;

                  (c) the Transferor has the authority to transfer the Domain
                      Name;

                  (d) the  Transferor  has not  received  any claim from a third
                      party that the use of any of the Domain Name  violates the
                      rights of such third party;

                  (e) the Transferor has not used any of the Domain Name for any
                      illegal purpose; and

                  (f) to the best of the Transferor's knowledge,  the use of the
                      Domain  Name  does not  infringe  the  rights of any third
                      party in any jurisdiction.
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          3.   This   Agreement  is  governed  by  the  laws  of  the  State  of
               California.  If any  provision  of this  Agreement is found to be
               invalid  by  any  court  having   competent   jurisdiction,   the
               invalidity of such provision shall not affect the validity of the
               remaining  provisions  of this  Agreement,  which shall remain in
               full force and  effect.  No waiver of any term of this  Agreement
               shall be deemed a further  or  continuing  waiver of such term or
               any other term. This Agreement  constitutes the entire  agreement
               between the Transferor  and the  Transferee  with respect to this
               transaction.  Any  changes  to  this  Agreement  must  be made in
               writing, signed by an authorized representative of both parties.

IN WITNESS  WHEREOF,  the Parties  have caused this  Agreement to be executed by
their authorized officers on the date first written above.


TRANSFEROR:                                            TRANSFEREE:

HEALTHY USA, INC.                                      IGOHEALTHY.COM, INC.
a Nevada corporation                                   a Colorado corporation

By:   /s/ Bill Glaser                            By:    /s/ Farid E. Tannous
   -----------------------------------                  ------------------------
   Bill Glaser                                          Farid E. Tannous
   President & Chief Executive Officer                  President

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