SHARE SUBSCRIPTION AGREEMENT
                          ----------------------------


TO:          Corporate Development and Innovation Inc., a Washington corporation


ADDRESS:     11229  Lyon  Road
             Delta,  British  Columbia
             Canada  V4E  1J8


     1.    Share  Subscription.  The undersigned ("Subscriber") hereby agrees to
           -------------------
purchase Seven Million Five Hundred Thousand (7,500,000) shares of common stock,
par  value  $0.0001,  of Corporate Development and Innovation Inc., a Washington
corporation  ("Company"),  in  partial  consideration  for  the transfer of that
certain  Vitamineralherb.com  license  dated  August  17,  2000.

     2.    Issuer  Representations and Warranties.  Issuer hereby represents and
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warrants  to  Subscriber  as  follows:

          2.1     Organization,  Good Standing and Qualification.  The Issuer is
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a  corporation  duly  organized, validly existing and in good standing under the
laws  of  the  State  of  Washington.

          2.2     Valid Issuance of Common Stock.  The Common Stock, when issued
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and  delivered  in  accordance  with  the  terms  hereof  for  the consideration
expressed  herein,  will  be  validly  issued  and  outstanding,  fully paid and
nonassessable.

          2.3     No  Market Conditioning.  The Issuer undertook no activity for
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the  purpose  of,  or  that  could reasonably be expected to have the effect of,
conditioning  the  market in the United States for the Common Stock.  The Issuer
did not place any advertisements in any publication referring to the offering of
the  Common  Stock  for  sale.

     3.     Subscriber  Representations  and  Warranties.  Subscriber  hereby
            ---------------------------------------------
represents  and  warrants  to  Issuer  as  follows:

          3.1     Authority  of  Subscriber.  The  Subscriber, if a corporation,
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partnership,  trust,  or any other entity than a natural person, represents that
the  subscription  of  the  Common  Stock referred to in this Agreement does not
contravene  its  charter  or  other  organizational documents or the laws of the
country, state or province of its incorporation, formation or organization or of
any other relevant jurisdiction.  The Subscriber also represents that it has the
necessary  authorizations  to  that  effect.

          3.2     Investment  Experience.  The Subscriber has such knowledge and
                  ----------------------
experience  in  financial  and business matters that it is capable of evaluating
the  merits  and  risks of the prospective investment in the Common Stock, which
are  substantial  and  has in fact evaluated such merits and risks in making its
investment  decision to purchase the Common Stock.  The Subscriber, by virtue of
its  business  and  financial  expertise,  has  the  capacity to protect its own
interest  in  connection  with  this  transaction,  or  has  consulted with tax,
financial, legal or business advisors as to the appropriateness of an investment
in  the  Common Stock.  The Subscriber has not been organized for the purpose of
investing  in  the Common Stock, although such investment is consistent with its
purposes.


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          3.3     Accredited  Investor  -  The  Subscriber  is (check applicable
box):

          (a) [  ]  a  bank  as  defined  in  Section  3(a)(2)  of  the
                    Securities Act of 1933, as amended (the "Act"), or a savings
                    and loan  association  or other  institution  as  defined in
                    Section 3(a)(5)(A) of the Act acting in either an individual
                    or fiduciary capacity.

          (b) [  ]  an insurance company as defined in Section 2(13) of the Act.

          (c) [  ]  an investment company registered under the Investment Issuer
                    Act of 1940 or a business  development company as defined in
                    Section 2(a)(48) of that act.

          (d) [  ]  a  Small  Business  Investment  Issuer  licensed  by  the
                    U.S. Small Business  Administration  under Section 301(c) or
                    (d) of the Small Business Investment Act of 1958.

          (e) [  ]  a  plan  established  and  maintained  by  a  state,  its
                    political subdivisions or any agency or instrumentality of a
                    state or its political  subdivisions  for the benefit of its
                    employees,  if such  plan has  total  assets  in  excess  of
                    $5,000,000.

          (f) [  ]  an  employee  benefit  plan  within  the  meaning  of  Title
                    1 of the Employee  Retirement  Income  Security Act of 1974,
                    and the investment decision is made by a plan fiduciary,  as
                    defined  in  Section  3(21) of such  Act,  which is either a
                    bank,  savings and loan  association,  insurance  company or
                    registered  investment  advisor, or an employee benefit plan
                    having  total  assets  in  excess  of  $5,000,000  or,  if a
                    self-directed plan, with investment decisions made solely by
                    persons who are Accredited Investors.

          (g) [  ]  a  private  business  development  company  as  defined  in
                    Section 202(a(22) of the investment Advisors Act of 1940.

          (h) [  ]  an  organization  described  in  Section  501(c)(3)  of  the
                    Internal Revenue Code of 1986, a corporation,  Massachusetts
                    or similar  business  trust, or a partnership not formed for
                    the specific  purpose of acquiring  the Common  Stock,  with
                    total assets in excess of $5,000,000.

          (i) [  ]  any  trust  with  total  assets  in  excess  of  $5,000,000
                    not formed for the specific  purpose of acquiring the Common
                    Stock, whose purchase is directed by a sophisticated  person
                    who has such  knowledge  and  experience  in  financial  and
                    business matters that he is capable of evaluating the merits
                    and risks of the prospective investment.


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<PAGE>
          (j) [  ]  a  broker  or  dealer  registered  pursuant  to  Section  15
                    of the Securities Exchange Act of 1934, as amended.

          (k) [  ]  an  individual  (See  Section  4.15(a)  below)

          (l) [  ]  none  of  the  above  (See  Section  4.15(b)  below)

          3.4(a)     Individual Subscriber.  If the Subscriber is an individual,
                     ---------------------
     then  the  Subscriber  (check  an  applicable  box):

               [ ] is a director,  executive  officer or general  partner of the
               issuer of the Common  Stock being  offered or sold or a director,
               executive officer or general partner of a general partner of that
               issuer.


               [ ] has an  individual  net  worth,  or joint net worth with that
               person's   spouse,   at  the  time  of  his  purchase   exceeding
               $1,000,000.

               [ ] had an individual income in excess of $200,000 in each of the
               two most recent years or joint income with that  person's  spouse
               in excess of $300,000 in each of those years and has a reasonable
               expectation  of  reaching  the same  income  level in the current
               year.

               [ ] none of the above.
                                           _____________ (Initial)

          3.4(b)     If  the Subscriber checked the box for "none of the above",
then the Subscriber is an entity each equity owner of which is an individual who
could  check  one  of  the  first  three  boxes  in  section  3.4(a)  above.

                                                        _____________  (Initial)

          3.5     No  Distributor,  Dealer  or  Underwriter.  Subscriber is not
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a distributor or dealer of the Common Stock. Subscriber is not taking the Common
Stock  with the intent to make a distribution of the Common Stock, as such terms
are  defined  in the Act and the '34 Act.  In any event, if Subscriber is deemed
to be the distributor of the Common Stock offered hereby, Subscriber will act in
accordance  with  applicable  law.

          3.6     Investment  Intent.  The  Subscriber  is acquiring the Common
                  ------------------
Stock for its own account and for investment purposes and not for sale or with a
view  to distribution of all or any part of such Common Stock and has no present
plans to enter into any contract, undertaking, agreement or arrangement for such
resale  or  distribution.

          3.7     No  Immediate  Need for Liquidity.  The Subscriber understands
                  ---------------------------------
that  the Common Stock is a "restricted security" within the meaning of the Act,
and  certificates  representing  the  Common  Stock  are  legended  with certain
restrictions  on  the resale of the Common Stock and the Common Stock may not be
resold  without  a  valid  exemption from registration under the Act, or until a
registration  statement  is filed with respect thereto under the Act.  There can
be  no assurance that upon registration of the Common Stock pursuant to the Act,
that  a  market  for  the  Common  Stock  will exist on an exchange or market or


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quotation system.  Accordingly, the Subscriber is aware that there are legal and
practical  limits  on  the Subscriber's ability to sell or dispose of the Common
Stock,  and,  therefore  that  the Subscriber must bear the economic risk of the
investment  for an indefinite period of time.  The Subscriber has adequate means
of  providing  for  the  Subscriber's  current  needs  and  possible  personal
contingencies  and  has need for only limited liquidity of this investment.  The
Subscriber's commitment to illiquid investments is reasonable in relation to the
Subscriber's net worth.  The Subscriber is capable of bearing the high degree of
economic  risks and burdens of this investment, including but not limited to the
possibility  of  complete  loss  of all its investment capital and the lack of a
liquid  market, such that it may not be able to liquidate readily the investment
whenever  desired  or  at  the  then  current  asking  price.

          3.8     Exempt  Subscription.  The  Subscriber  understands  that the
                  --------------------
Common  Stock  is being offered and sold in reliance on specific exemptions from
the  registration  requirements  of  U.S.  federal  and  state  law and that the
representations,  warranties, agreements, acknowledgments and understandings set
forth  herein  are  being  relied  upon  by  the  Issuer  in  determining  the
applicability  of  such  exemptions  and  the  suitability  of the Subscriber to
acquire  such  Common  Stock.


          3.9     Authority  of  Signatory.  The Subscriber has full power  and
                  ------------------------
authority to execute and deliver this Agreement and each other document included
herein  as an exhibit to this Agreement for which signature is required, and the
person  executing  this  Agreement  on  behalf  of  the  subscribing individual,
partnership, trust, estate, corporation or other entity executing this Agreement
is a duly authorized signatory.  If the signatory of this Agreement on behalf of
the  Subscriber is not the Subscriber or an authorized officer or partner of the
Subscriber,  the  signatory  represents  and  warrants  to  the  Issuer that the
signatory  is  a  professional fiduciary of the Subscriber, acting solely in its
capacity  as  holder  of  such  account,  as  a  fiduciary, executor or trustee.

          3.10.     Private  Transaction.  At  no  time  was  the  Subscriber
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presented with  or  solicited  by  any  leaflet,  public  promotional  meeting,
circular, newspaper or magazine article, radio  or television advertisement or
any other form  of  general  advertising.

          3.11.     Citizenship.  The  Subscriber  hereby  certifies  that:
                    -----------

               (a)     neither  it  nor  its  beneficial owner[s], as determined
pursuant  to Rule 13d-3 under the '34 Act, was a citizen of the United States at
the  time  it received the offer to purchase the Common Stock, or at the closing
of  the  purchase  of  the  Common  Stock;

               (b)     it was not in the United States at the time its buy order
was  originated;  and

               (c)     it  did  not  acquire the Common Stock for the account or
benefit  of  any  U.S.  person.

               3.12     Reliance  on  Own  Advisors.  The  Subscriber has relied
                        ---------------------------
completely  on  the  advice  of,  or  has  consulted with, his own personal tax,
investment,  legal  or other advisors and has not relied on the Issuer or any of
its affiliates, officers, directors, attorneys, accountants or any affiliates of
any  thereof and each other person, if any, who controls any thereof, within the
meaning  of  Section  15 of the Act, except to the extent such advisors shall be
deemed  to  be  as  such.


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<PAGE>
          4.     Subscriber'  Covenants  and  Acknowledgments. Subscribers makes
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the  following  covenants  and  acknowledgments

               4.1     Covenants  of  Subscriber.  Subscriber shall not make any
                       -------------------------
sale,  transfer or other disposition of the Common Stock in violation of the Act
or  the  '34  Act,  or  any  other  applicable securities laws, or the rules and
regulations  of the U.S. Securities and Exchange commission or of any securities
authority  of any jurisdiction in which the sale, transfer or disposition of all
or  any portion of the Common Stock unless and until (i) there is then in effect
a  Registration Statement under the Act covering such proposed sale, transfer or
disposition  and  such  disposition is made in accordance with such Registration
Statement; or (ii) the sale, transfer or disposition is made pursuant to a valid
exemption  from  the  registration  and  prospectus  delivery  requirements  of
applicable  securities  laws.

               4.2     Acknowledgments  of  Subscriber.  Subscriber acknowledges
                       -------------------------------
and  understands  as  follows:

               4.2.1     Risks  of  Investment.  The  Subscriber recognizes that
                         ---------------------
investment in the Issuer involves certain risks, including the potential loss of
the Subscriber's investment herein, and the Subscriber has taken full cognizance
of and understands all of the risk factors related to the purchase of the Common
Stock.

               4.2.2     No  Government  Approval.   No  federal or state agency
                         ------------------------
has  passed upon the Common Stock or made any finding or determination as to the
fairness  of  this  transaction.

               4.2.3     Price.  The Price of the Common Stock was determined by
                         ------
the  Issuer  and  bears  no  relationship  to the Issuer's assets, book value or
results  of  operation.

               4.2.4     No Registration.  The Common Stock and any component
                         ---------------
thereof  has  not  been  registered  under the Act or any securities laws of any
other jurisdiction by reason of exemptions from the registration requirements of
the  Act  and  such  laws,  and  may not be sold, pledged, assigned or otherwise
disposed of in the absence of an effective registration statement for the Common
Stock  and  any component thereof under the Act or unless an exemption from such
registration  is  available.

               4.2.5     No Assurances of Registration. There can be no absolute
                         -----------------------------
assurance  that  any  registration  statement  will be filed with respect to the
Common  Stock or the Common Stock underlying the Common Stock, or if filed, that
such  registration  statement  will  become  effective.  Therefore,  unless  an
exemption  from the registration requirements under applicable law is available,
the  Subscriber  may  be  required to bear the economic risk of the Subscriber's
investment  for  an  indefinite  period  of  time.

               4.2.6     Legends.  The  certificates  representing  the  Common
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Stock  shall  bear  the  following  legend:


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<PAGE>
               THIS  SECURITY  HAS  NOT BEEN REGISTERED WITH THE U.S.
               SECURITIES  AND  EXCHANGE  COMMISSION  UNDER  THE U.S.
               SECURITIES ACT OF  1933, AS AMENDED (THE "ACT") OR ANY
               OTHER  SECURITIES  AUTHORITIES.  IT  IS  BEING OFFERED
               PURSUANT  TO  AN  EXEMPTION  FROM  REGISTRATION  UNDER
               REGULATIONS PROMULGATED  UNDER THE ACT.  IT MAY NOT BE
               SOLD  OR  TRANSFERRED EXCEPT  PURSUANT TO AN EFFECTIVE
               REGISTRATION  STATEMENT  OR  AN  EXEMPTION  TO  THE
               REGISTRATION  REQUIREMENTS  OF  THOSE SECURITIES LAWS.

The  Issuer  may  in  its  sole  discretion  place  a  "Blue  Sky" legend on the
certificates  in  accordance  with  U.S. State securities laws or as required by
applicable  securities  laws.

     5.     Regulation S.  Issuer  and  Subscriber  agree  that  Issuer, through
            -------------
its  transfer agent, shall refuse to register any transfer or attempted transfer
of  the  Common Stock not made in accordance with the provisions of Regulation S
of  the  Securities  Act of 1933 (the "Act"), pursuant to registration under the
Act,  or  pursuant  to an available exemption from registration.  The Subscriber
agrees  to  resell  the  Common  Stock only in accordance with the provisions of
Regulation  S of the Act, pursuant to registration under the Act, or pursuant to
an  available  exemption  from registration; and agrees not to engage in hedging
transactions  with regard to the Common Stock unless in compliance with the Act.

     6.     Notices.  Any  notice  required  or  permitted  to  be  given  under
            -------
this  Subscription shall be deemed to have been given when sent by registered or
certified  mail,  postage  prepaid, addressed to the person to receive notice at
the  last  address  available  in  the  records  of  the  Company.

     7.     Heirs  and  Successors  Bound.  Subscriber  may  not  cancel,
            -----------------------------
terminate or revoke this Subscription.  Subscriber executes this Subscription on
behalf  of Subscriber, Subscriber's spouse and the marital community composed of
them.  This  Subscription  shall  bind  and inure to the benefit of Subscriber's
heirs,  personal  representatives  and  successors.

     8.     Assignments.  Subscriber  may  not  assign  or  delegate  any  right
            -----------
or  duty  under  this  Subscription  without the written consent of the Company.

     9.     Applicable  Law  And  Jurisdiction.
            -----------------------------------

          9.1     This  Agreement  shall  be  governed  by  and  construed  in
accordance with the laws of the State of Washington, without regard to conflicts
of  law  principles.

          9.2     In  the event of any dispute, controversy, claim or difference
that  should  arise  between  the parties out of or relating to or in connection
with  this Agreement or the breach thereof, the parties shall endeavor to settle
such conflicts amicably among themselves.  Should they fail to do so, the matter
in dispute shall be settled by arbitration  pursuant to the provisions of R.C.W.
7.04.  Procedurally,  the  arbitration  will  be  conducted  in  conformity with
Washington  Mandatory  Arbitration  Rules 5.1 - 5.4.  The parties shall select a
single arbitrator within ten (10) days of the receipt of demand for arbitration.
If the parties fail to appoint an arbitrator within the ten (10) day period, any
party  may  make immediate application to the King County Superior Court for the
appointment  of  an  arbitrator.  The  arbitration  hearing  shall take place in
Seattle,  Washington,  and  shall  commence  within  sixty  (60)  days  of  the
appointment of an arbitrator.  Any party which is determined in such arbitration
to  be  the  prevailing  party shall be entitled to have its attorneys' fees and
costs  paid  by  the  non-prevailing  party.


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<PAGE>
          IN WITNESS WHEREOF, the undersigned Subscriber has executed this Share
Subscription  Agreement  this  17th  day  of  August,  2000.

                                       SUBSCRIBER:
                                       ----------


                                       /s/  EDWIN LAO
                                       ----------------------------------
                                       Edwin  Lao,  President
                                       11229  Lyon  Road
                                       Delta,  BC
                                       Canada  V4E  1J8


                                   ACCEPTANCE

     The  foregoing  subscription  agreement  and  the  consideration  reflected
therein  are  hereby  accepted.

                                       DATED this 17th day of August, 2000.


                                       /s/  EDWIN LAO
                                       ----------------------------------
                                       Edwin  Lao,  President



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