SUPPLY AGREEMENT


      THIS SUPPLY AGREEMENT (this "Agreement") effective as of February
   13, 1997, is by and between CARALOE, INC., a Texas corporation
   ("Seller"), and DAVID WHEELER, doing business as LIGHT RESOURCES
   UNLIMITED, ("Buyer"),


                                 WITNESSETH:

      WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
   purchase from Seller, Caraloe's AVMP[TM] Powder and/or Manapol[R] Gold[TM] 
   Powder (hereinafter referred to under the name "Product") in the
   quantities, at the price, and upon the terms and conditions hereinafter
   set forth; and

      NOW, THEREFORE, in consideration of the premises and the mutual
   covenants and agreements contained herein, the parties hereto agree as
   follows:

      1.    Term.  The term of this Agreement shall commence on February
   13, 1997, and shall end at midnight on May 12, 2002, unless sooner
   terminated as provided herein (the "Term").

      2.    Sale and Purchase.  Subject to the terms and conditions of
   this Agreement, Seller shall sell to Buyer, and Buyer shall purchase
   from Seller, mutually agreed upon monthly quantities for the first
   three months ending May 12, 1997. Thereafter, Buyer shall purchase the
   minimum amounts listed on Exhibit A for the respective periods listed. 
   Seller shall not discontinue the production and sale of the Product
   unless it provides Buyer with a reasonable substitute.

      3.    Sole Distribution Rights.  It is the intent of this Agreement
   to appoint Buyer as the Sole Distributor of Product to natural health
   care practitioners ("NHCP") in the United States and Canada.  If
   ambiguity exists relative to defining NHCP the parties shall meet to
   agree upon a workable definition as defined herein.  Buyer and Seller
   shall use reasonable best efforts to achieve this objective by i)
   Seller not selling simple purchase bulk Product under 10 kilos to
   NHCP's in the United States during the first contract year.  This
   minimum shall increase to 20 kilos for the second contract year and to
   30 kilos for the third, fourth and fifth contract years provided Buyer
   continually meets its quarterly and yearly purchase requirements.

            If the Sole Distributor provision is terminated for failure by
   Buyer to make its minimum purchase requirements, Seller agrees to
   refrain from selling bulk to the Buyer's Protected Customers, such list
   to be provided from time to time and accepted by Buyer; for three (3)
   months from the termination date for every full year the Agreement has
   been in existence.  For example, if the Agreement has been in existence
   for two years, then Seller shall not promote bulk product sales to the
   Protected Customer list for six (6) months from the termination date.
<PAGE>
            Additionally, Seller 1) shall agree to protect Buyer's
   established NHCP customer base with the United States and Canada once
   Seller is notified of such customer and 2) for a period of six (6)
   months from the effective date hereof, Seller further agrees to protect
   an additional seventy-five (75) large potential NHCP customers provided
   by Buyer regardless of purchase minimums.

      4.    Quality.  Seller warrants to Buyer that all Product sold by
   Seller pursuant to this Agreement will conform to the quality
   specifications set forth in Exhibit B to this Agreement.  EXCEPT AS
   PROVIDED IN THIS PARAGRAPH 4, THERE ARE NO WARRANTIES OR
   REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT
   LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS AND FITNESS FOR A
   PARTICULAR PURPOSE, MADE WITH RESPECT TO THE PRODUCT TO BE SOLD
   HEREUNDER, AND NONE SHALL BE IMPLIED BY LAW.

      5.    Deliveries.  Buyer shall instruct Seller from time to time
   during the Term, by placing a purchase order with Seller reasonably in
   advance of the date Buyer desires Product to be delivered to it
   hereunder, (i) as to the quantities of Product to be delivered to
   Buyer, (ii) as to the specific date of delivery, (iii) as to the
   specific location of delivery and (iv) as to the carrier or particular
   type of carrier for such delivery.  During the Term, Buyer shall
   provide Seller (a) on an annual basis prior to the beginning of each
   year of the Term a nonbinding forecast of Buyer's minimum and maximum
   aggregate delivery requirements for Product for such year, and (b) on a
   quarterly basis at least thirty (30) days prior to the end of each
   three-month period of the Term a forecast acceptable to Seller and
   Buyer (which shall be binding on Buyer) of Buyer's minimum and maximum
   delivery requirements for Product for each month of the next three (3)
   month period (provided that such forecast for the initial period of the
   Term ending on May 12, 1997, shall be provided to Seller by April 1,
   1997).  The quantities of Product  ordered by Buyer pursuant to this
   Agreement from time to time shall be spaced in a reasonable manner, and
   Buyer shall order such quantities in accordance with Buyer's binding
   forecasts.  In no event shall Seller be required to deliver to Buyer in
   any three (3) month period a quantity of Product in excess of 125% of
   the maximum delivery requirement for such period set forth in the
   binding forecast for such period accepted by Seller.  Deliveries of
   Product shall be made by Seller under normal trade conditions in the
   usual and customary manner being utilized by Seller at the time and
   location of the particular delivery.  All deliveries of the Product to
   Buyer hereunder shall be made by Seller F.O.B. at the facilities of
   Seller or its affiliates located in Irving, Texas.

      6.    Purchase Price.  All Product to be purchased by Buyer under
   this Agreement shall be purchased by it, during the Term of the
   Agreement, at a price of $1,600.00 per Kilo, or in accordance with the
   volume discount pricing schedule set forth in Exhibit C.  Buyer shall
   bear all freight, insurance and similar costs, and all sales taxes,
   with respect to such purchases.  The purchase price of Product together
   with all related freight, insurance and similar costs, and sales taxes,
   shall be paid by Buyer to Seller within thirty (30) days after the date
   of invoice.
<PAGE>   
      7.    Labels and Advertising

      (a)   FDA Compliance of Labels and Advertising.  It is Buyer's
   obligation to ensure that All labels and advertising relating to the
   Product sold hereunder must strictly comply with all applicable rules
   and regulations of the FDA and all other applicable laws, rules and
   regulations, including but not limited to FDA requirements relating to
   product ingredients.

      (b)   Claims by Light Resources Unlimited.   Buyer hereby agrees not
   to make, or permit any of its employees, agents or distributors to
   make, any claims of any properties or results relating to the Product,
   unless such claims have received written approval from the FDA.

      (c)   FDA Approval of Claims.  If Buyer desires to seek FDA approval
   as to any specific claims with respect to the Product, Buyer hereby
   agrees to (i)  notify Seller of the claims and the application prior to
   filing and (ii) to keep Seller informed as to the progress of the
   application, including but not limited to sending Seller copies of all
   communications or notices to or from the FDA, as applicable.

      (d)   Right to Approve Labels, etc.  If Seller so requests, Buyer
   shall not use any label, advertisement or marketing material, or
   individual spokesman associated with the Product, unless such label,
   advertisement or marketing material, or individual spokesman has first
   been submitted to and approved by Seller.  Seller shall not
   unreasonably withhold its approval of any such label, advertisement or
   marketing material; or individual spokesperson.

      (e)   Compliance by Third Parties.  Seller shall take all steps
   reasonably necessary to ensure that its distributors and any other
   parties to whom it sells any of the Product for resale do not relabel,
   repackage, advertise, sell or attempt to sell the Product in a manner
   that would violate this Agreement if done by Buyer.

      8.    Confidentiality.  In the performance of the Parties
   obligations pursuant to this Agreement or the License Agreement, each
   may acquire from the other or its affiliates technical, commercial,
   operating or other proprietary information relative to the business or
   operations of the other or its affiliates (the "Confidential
   Information").  Both Parties agree to maintain the confidentiality, and
   take all necessary precautions to safeguard the secrecy, of any and all
   Confidential Information it may acquire from the other.  Neither shall
   use any of such Confidential Information for its own benefit or for the
   benefit of anyone else. 

      9.    Force Majeure.  Neither Party shall have any liability if it
   shall be prevented from performing any of its obligations hereunder by
   reason of any factor beyond its control, including, without limitation,
   fire, explosion, accident, riot, flood, drought, storm, earthquake,
   lightning, frost, civil commotion, sabotage, vandalism, smoke, hail,
   embargo, act of God or the public enemy, other casualty, strike or
   lockout, or interference, prohibition or restriction imposed by any
   government or any officer or agent thereof ("Force Majeure"), and both
   Parties  obligations, so far as may be necessary, shall be suspended
   during the period of such Force Majeure and shall be cancelled in
   respect of such quantities of Product as would have been sold hereunder
   but for such suspension.  Each Party shall give to other Party prompt
<PAGE>
   notice of any such Force Majeure, the date of commencement thereof and
   its probable duration and shall give a further notice in like manner
   upon the termination thereof.  Each Party hereto shall endeavor with
   due diligence to resume compliance with its obligations hereunder at
   the earliest date and shall do all that it reasonably can to overcome
   or mitigate the effects of any such Force Majeure upon its obligations
   under this Agreement.

      10.   Rights Upon Default.

      (a)   Seller's Rights Upon Default.  If Buyer (i) fails to purchase
   the quantities of Product specified for purchase by Buyer hereunder,
   (ii) fails to make a payment hereunder when due or (iii) otherwise
   breaches any term of this Agreement, and such failure or breach is not
   cured to Seller's reasonable satisfaction within fourteen (14) days (in
   the case of a failure to make a payment) or thirty (30) days (in any
   other case) after receipt of notice thereof by Buyer, or if Buyer fails
   to perform or observe any covenant or condition on its part to be
   performed when required to be performed or observed, and such failure
   continues after the applicable grace period, if any, specified in the
   Agreement, Seller may refuse to make further deliveries hereunder and
   may terminate this Agreement upon notice to Buyer and, in addition,
   shall have such other rights and remedies, including the right to
   recover damages, as are available to Seller under applicable law or
   otherwise.  If Buyer becomes bankrupt or insolvent, or if a petition in
   bankruptcy is filed by or against it, or if a receiver is appointed for
   it or its properties, Seller may refuse to make further deliveries
   hereunder and may terminate this Agreement upon notice to Buyer,
   without prejudice to any rights of Seller existing hereunder or under
   applicable law or otherwise.  Any subsequent shipment of Product by
   Seller after a failure by Buyer to make any payment hereunder, or after
   any other default by Buyer hereunder, shall not constitute a waiver of
   any rights of Seller arising out of such prior default; nor shall
   Seller's failure to insist upon strict performance of any provision of
   this Agreement be deemed a waiver by Seller of any of its rights or
   remedies hereunder or under applicable law or a waiver by Seller of any
   subsequent default by Buyer in the performance of or compliance with
   any of the terms of this Agreement.

      (b)   Buyer's Rights Upon Default.  If Seller fails in any material
   respect to perform its obligations hereunder, and such failure is not
   cured to Buyer's reasonable satisfaction within thirty (30) days after
   receipt of notice thereof by Seller, Buyer shall have the right to
   refuse to accept further deliveries hereunder and to terminate this
   Agreement upon notice to Seller and, in addition, shall have such other
   rights and remedies, including the right to recover damages, as are
   available to Buyer under applicable law or otherwise.  Any subsequent
   acceptance of delivery of Product by Buyer after any default by Seller
   under this Agreement shall not constitute a waiver of any rights of
   Buyer arising out of such prior default; nor shall Buyer's failure to
   insist upon strict performance of any provision of this Agreement be
   deemed a waiver by Buyer of any of its rights or remedies hereunder or
   under applicable law or a waiver by Buyer of any subsequent default by
   Seller in the performance of or compliance with any of the terms of
   this Agreement.
<PAGE>
      11.   Disclaimer and Indemnity.  Buyer shall assume all financial
   and other obligations for Buyer Products, and Seller shall not incur
   any liability or responsibility to Buyer or to third parties arising
   out of or connected in any manner with Buyer Products.  In no event
   shall Seller be liable for lost profits, special damages, consequential
   damages or contingent liabilities arising out of or connected in any
   manner with this Agreement or Buyer Products.  Buyer shall defend,
   indemnify and hold harmless Seller and its affiliates, and their
   respective officers, directors, employees and agents, from and against
   all claims, liabilities, demands, damages, expenses and losses
   (including reasonable attorneys' fees and expenses) arising out of or
   connected with (i) any manufacture, use, sale or other disposition of
   Buyer Products, or any other products of Buyer, by Buyer or any other
   party and (ii) any breach by Buyer of any of its obligations under this
   Agreement.

      12.   Equitable Relief.  A breach by Buyer of the provisions of
   Article 7, shall cause Seller to suffer irreparable harm and, in such
   event, Seller shall be entitled, as a matter of right, to a restraining
   order and other injunctive relief from any court of competent
   jurisdiction, restraining any further violation thereof by Buyer, its
   officers, agents, servants, employees and those persons in active
   concert or participation with them.  The right to a restraining order
   or other injunctive relief shall be supplemental to any other right or
   remedy Seller may have, including, without limitation, the recovery of
   damages for the breach of such provisions or of any other provisions of
   this Agreement.

      13.   Survival.  The expiration or termination of the Term shall not
   impair the rights or obligations of either party hereto which shall
   have accrued hereunder prior to such expiration or termination.  The
   provisions of Paragraphs 8,10,11, and 12 hereof, and the rights and
   obligations of the parties thereunder, shall survive the expiration or
   termination of the Term.

      13.   Governing Law.  This Agreement shall be governed by, and
   construed and enforced in accordance with, the laws of the State of
   Texas.

      14.   Succession.  Neither party hereto may assign or otherwise
   transfer this Agreement or any of its rights or obligations hereunder
   (including, without limitation, by merger or consolidation) without the
   prior written consent of the other party; provided, however, that
   Seller may assign any of its rights or obligations hereunder to any
   affiliate of Seller and Buyer may assign the Agreement once to a
   Corporation he is forming in Oregon and in which he shall own at least
   fifty-one percent (51%) of the shares of the Corporation.  Subject to
   the immediately preceding sentence, this Agreement shall be binding
   upon and inure to the benefit of the parties hereto and their
   respective successors and assigns.

      15.   Entire Agreement.  This Agreement constitutes the entire
   agreement between the parties hereto relating to the matters covered
   hereby and supersede any and all prior understandings, whether written
   or oral, with respect to such matters.   The terms of this Agreement
   shall prevail over any inconsistent terms contained in any purchase
   order issued by Buyer and acknowledgment or acceptance thereof issued
   by Seller.  No modification, waiver or discharge of this Agreement or
<PAGE>
   any of its terms shall be binding unless in writing and signed by the
   party against which the modification, waiver or discharge is sought to
   be enforced. 
      16.   Notices.  All notices and other communications with respect to
   this Agreement shall be in writing and shall be deemed to have been
   duly given when delivered personally or when duly deposited in the
   mails, first class mail, postage prepaid, to the address set forth
   below, or such other address hereafter specified in like manner by one
   party to the other:

            If to Seller:            Caraloe, Inc.
                                 2001 Walnut Hill Lane
                                 Irving, Texas  75038
                                 Attention:  President

            If to Buyer:             Light Resources, Inc.
                                 20 West 20th Street, #803
                                 New York, NY 10011
                                 Attention:  President

            17.   Interpretation.  In the event that any provision of this
   Agreement is illegal, invalid or unenforceable as written but may be
   rendered legal, valid and enforceable by limitation thereof, then such
   provision shall be deemed to be legal, valid and enforceable to the
   maximum extent permitted by applicable law.  The illegality, invalidity
   or unenforceability in its entirety of any provision hereof will not
   affect the legality, validity or enforceability of the remaining
   provisions of this Agreement.

            18.   No Inconsistent Actions.  Each party hereto agrees that
   it will not voluntarily undertake any action or course of action
   inconsistent with the provisions or intent of this Agreement and,
   subject to the provisions of Paragraph 8 hereof, will promptly do all
   acts and take all measures as may be appropriate to comply with the
   terms, conditions and provisions of this Agreement.
<PAGE>   
   

            IN WITNESS WHEREOF, the parties have caused this Agreement to
   be executed by their duly authorized officers as of the day and year
   first above written.

                                            CARALOE, INC.



                                            By:_____________________________

                                            Name:___________________________

                                            Title:__________________________



                                            DAVE WHEELER, dba
                                            LIGHT RESOURCES UNLIMITED


                                                
                                            By:_____________________________
<PAGE>
                      
                                   EXHIBIT A

                            LIGHT RESOURCES UNLIMITED



         Contract                 Minimum                  Non-binding
           Year              Yearly Purchase*              Target Sales
         --------            ----------------              ------------

   1 (Beginning May, 1997)        180 Kilos                 300 Kilos

   2       350 Kilos              500 Kilos

   3       450 Kilos              800 Kilos

   4       550 Kilos **         1,000 Kilos

   5       650 Kilos **         1,500 Kilos



        The minimum yearly purchase shall be monitored on a quarterly basis
        and minimum monthly purchases shall be mutually agreed upon at the
        beginning of each Contract Year.  If Buyer fails to purchase less
        than 80% of the agreed upon quarterly minimum, Seller may place
        Buyer on termination notice.  If Buyer fails to purchase 90% of the
        agreed upon minimum for the next quarter, Seller may terminate this
        agreement's sole distribution provisions at the end of that quarter
        and Buyer shall no longer be considered the sole distributor for
        the defined market.  Buyer shall be free, however, to continue to
        purchase bulk product for the remainder of the term of the
        Agreement.

   **   The minimum yearly purchases for Contract Years four and five shall
        be the greater of 550 Kilos for the fourth year and 650 Kilos for
        the fifth year or year three s actual total purchases plus twenty
        percent for year four and year four's actual total purchases plus
        twenty percent for year five.
<PAGE>


                                  EXHIBIT B
                          LIGHT RESOURCES UNLIMITED


                               SPECIFICATIONS
                               --------------

                                    MANAPOL[R]             Aloe vera extract
    TEST NAME                       (GOLD[TM])                   AVMP[R]   
    ---------                       ----------             -----------------

    Appearance                Fine white to beige powder   Fine white powder

    Aloe vera Complex         35 - 50%                     40 - 60%
    Carbohydrate
    content, wt.%
    Water, wt.%               <=14%                         >=9%

    Residue on Ignition,      <=16%                         <=10%
    wt.%

    Microbiological           Meets USP                    Meets USP
    Purity                    Standard                     Standard

    Fiber, wt.%               <=55%                         <=60%
    Solubility*               240 mg/oz                    240 mg/oz
    Gelization

    pH                        Not adjusted                 Adjusted to 4.0

    Fiber                     Enriched                     Enriched

    Viscosity (cP)            40                           50
    4 mg/ml solution
    Total Acid Value          0.82                         0.80
    (as malic acid)

    Price per gram            $1.20                        $1.60

    1 - AVMP[R]  Aloe vera freeze-dried extract
<PAGE>