Dairene International
                                   EXCLUSIVE
                                     LICENSE
                                    AGREEMENT

                             E-mail: dairene@aol.com

<PAGE>

DAIRENE INTERNATIONAL

     Exclusive  LIcense  Agreement  This agreement made and entered into this 24
day of June 1999 . BY AND BETWEEN Dairene International, a corporation organized
and existing under the laws of the State of Nevada,  with It's principal  office
at 2800 Biscayne  Boulevard,  Miami,  Florida 33137,  called  hereinafter called
DAIRENE and DAIRI-FRESH. LTD. with their principal office at Intercountv Parkway
& Malbrook Dr. Dover Sound. PO Box F-40408. Freeport Grand Bahamas. (hereinafter
called  the  Licensee)  Dairene  grants to the  Licensee  the right to operate a
Dairene license within The Bahamas Island (hereinafter called Specified Area).

     WHEREAS Dairene agrees to provide  Pureblend  Products for the manufacture,
distribution and sale of Dairene Products. (See attached list)

     WHEREAS The  licensee  represents  that it is familiar  with the market for
food  products in the  Specified  Area and that it Is qualified  and prepared to
produce or have produced and sell Dairene products In the mutual benefit of both
parties.

     NOW THEREFORE In consideration of the promises and faithful  performance of
the mutual covenants herein contained, IT IS AGREED.

    I  PRODUCT COVERED
       A.      Dairene will sell to the Licensee and the Licensee wilt buy from
               Dairene the minimum quantity of Pureblend Stabilizers as set
               forth in Paragraph IV C herein, and required by the Licensee for
               the production end sale of Dairene Products in the Specified
               Area. Dairene snail supply from time to time any new formulas to
               enable the Licensee to produce other products derived from the
               use of Stabilizer.

       B.      Dairene shall not have the right to sell the Pureblend
               Stabilizer, directly or indirectly to any other companies or
               individuals in the specified area, Dairene will foward directly
               to the Licensee any inquiries received from prospective customers
               within the Specified Area, provided that the Licensee, in
               Dairene's opinion, should handle or assist in the handling of
               such negotiations and Inquiries locally.

       C.      Dairene recognizes that the Licensee shall purchase Stabilizer
               directly from Dairene for its own use or the use of plants that
               the Licensee might build or use in the future in the Specified
               Area.


    II DAIRENE OBLIGATIONS

               DAIRENE WILL:
A.         Dairene wilt hereby warrants that all Stabilizers that are sold to
           Licensee are free from injurious elements and are fit for human
           consumption and meet all U S governmental rules and regulations when
           produced as per instructions of Dariene.


<PAGE>



                  Time                Minimun Amount Required
From:   Date of Execution               No Minimum  50# bags per

month   June 24,1999
TO:     DECEMBER 12, 1999               1st 6 months + 2% 50# bags per

From:   December 24,1999
        June 23,2000                    Previous year + 2% 50# bags per

month   June 24, 2000
TO; December 23, 2000


    V ARBITRATION

Any controversy or claims rising out of or relating to this (agreement, or
breach thereof, shall be settled in Miami, Florida by arbitration, according to
the rules then in force, of the American Arbitration Association This agreement
shall be enforceable and judgment upon such decision rendered in any arbitration
may be entered In any applicable jurisdiction.

   VI DURATION

This agreement shad be in effect for ten (10) years from the date of execution
and shall continue from year to year thereafter subject to the right of either
party thereafter to terminate it at any time after the initial ten year period
upon giving of written notice to the other party not less than thirty days in
advance of any designation.
This agreement, however, may be terminated at any time by Dairene upon giving to
the Licensee written notice in the event that the conditions of this agreement
are in default or in the event that the Licensee shall be or become insolvent or
if there are Instituted by or against it, proceedings in bankruptcy or under
insolvency laws or for reorganization, receivership, dissolution or if it shall
make an assignment agreement for any cause whatsoever, Dairene may, at its
option cancel any or all unfilled orders and Dairene reserves the right to
purchase from Licensee and Licensee shall sell to Dairene, any or all Stabilizer
not sold or processed and all materials, books, catalogs, displays and
literature obtained by the Licensee pursuant to Article II C, and not used, at
the net price paid by Licensee or at the current net Licensee's price, whichever
Dairene elects.

Dairene upon giving the Licensee written notice in the event of a breach by the
Licensee, will allow the Licensee to correct the breach within thirty (30) days
of notice except if the breach is caused by adulterated products, failure to
maintain quality, production of product not following the approved formula for
Dairene Products, Licensee will be given written notice and three days to
correct the breach as Stated in the notice.

  VII INSPECTION
      Stabilizer will be inspected and tested during or upon completion of
      manufacture In accordance with the standard practice of Dairene, without
      additional charge. Any special lest required by the Licensee and agreed to
      by Dairene will be charged extra to the Licensee.

                             VIII DELAY IN SHIPMENT

If at any time  Stabilizer is ready for shipment and shipment is delayed for any
cause beyond the reasonable control of Dairene,  the Licensee shall make payment
therefore  and the  Stabilizer  In  question  will  become the  property  of the
Licensee and  thereafter,  all  handling,  storage,  insurance and other charges
relating to the Stabilizer  shall be at the Licensee's  expense,  and charged to
Licensee's account.

<PAGE>
                             IX LOSS OR DAMAGE CLAIM

Dairene,  shall not be liable for loss,  damage,  detention or delays  resulting
from any cause  whatsoever  beyond its  reasonable  control  including,  without
limitation,  act of God, tire, flood,  strike,  lockout,  factory  shutdown,  or
alternation;  civil or  military  authority,  priority  request  or order of the
United  States  Government  or  instruction  of any  Federal,  State,  of  Local
Government or any department,  agency, or representative thereof,  insurrection,
riot,  war,  embargo,  transportation  shortage or delay,  weather,  accident or
inability to obtain Stabilizer from Dairene's usual sources.  Dairene shall have
the right to  allocate  Stabilizer  In such  manner as it shall deem  advisable.
Delivery dates will be extended to the extent of delays caused by the foregoing.
Dairene  will  not be  liable  to the  Licensee  for any loss or  damage  to the
Stabilizer  while in  transit or after  delivery  to  Licensee's  carrier as its
responsibility  shall cease upon such delivery.  All claims for shortage not due
to carrier must be made to Dairene  within  thirty days from receipt of shipment
Receipt of  Stabilizer by Licensee  shall  constitute a waiver of all claims for
delay. In no event shall Dairene be liable for consequential damages.

                                  X TERMINATION

Upon termination of this agreement,  the Licensee shall discontinue  immediately
all production and advertising of or reference to Dairene Products.

Dairene shall not be liable in any manner  whatsoever on account of  termination
or expiration of this agreement even though thereafter Dairene, another Licensee
or any other party may complete any transaction inaugurated by the Licensee. The
right of termination as provided Is absolute and the parties have considered the
possibility of this agreement and the possible loss and damages Incident to them
in the event of expiration or termination. It is further understood that Dairene
shall not be liable to the Licensee for damages in any form, at any time and for
any reason

                             XI COMPLETE AGREEMENT

This agreement supersedes and cancels any an all previous License Agreements and
contracts  between parties  relating to the Dairene  Products,  It expresses the
complete and final  understanding  of the parties In respect thereto and may not
be changed in any way except by an instrument in writing signed by both parties

                                   XII WAIVER

The failure of Dairene to enforce at anytime any of the provisions,  rights,  or
options of this  agreement  shall in no way be considered to be a waiver of such
provisions,  rights or options hereunder shall not preclude or prejudice Dairene
from  exercising  the same or any other rights or options it may have under this
agreement, irrespective of any previous action or proceeding taken hereunder

                                XIII CONSTRUCTION

This agreement  shall be constructed  and all rights,  powers and liabilities of
the parties  hereunder  shall be determined  in accordance  with the laws of the
State of Florida.

                                   XIV NOTICE

All notices provided for herein shall be given in writing by personal  delivery,
registered mail,  telegraph,  fax or cable addressed to the party to be notified
at the address first above specified for such party.


                                XV FINAL APPROVAL

This  agreement  shall  not  become  effective  until and  unless  signed by (he
President of Dairene.

IN WITNESS WHEREOF, the parties hereto have set their hands as of the date first
above written.


                                      Dairene International


                                     By: /s/ Edwin Golstein, President
/s/Ms. Kelly
Secretary or Assistant Secretary



                                     By:  /s/ Rupert W. Roberts, Jr.
                                     Title:  President

Witness: on file

Witness: on file


NOTE: If the Licensee (S a Corporation,  this agreement shall be executed by its
President  and  attested  by its  Secretary  with its  Corporate  Seal  attached
Otherwise, there should be two witnesses to the Licensee's signature,


<Page>


Dairy Fresh Limited


This  entity  is a newly  formed  100%  Bahamian  owned  company,  located  in a
structure known as, The Farm Building, on Dover Sound, Freeport,  Grand Bahamas.
The company is currently  structured  and  equipped to produce and  distribute a
full  line of fluid  milk  products  for sale and  consumption  in The  Bahamas,
including ice cream and coffee  creamers  Additionally,  flavored waters wilt be
produced  for The  Bahamas  and juice will be  produced  for The Bahamas and for
export. A separate  facility will be added to the existing  structure within one
year to process  aseptic  condensed  milk for The Bahamas  and for  export.  The
building and equipment  package,  with a capacity of 6.000 gallons per hour, was
designed to meet all current and  anticipated  fluid product  demand through the
year 2004. This is illustrated in the attached  Production and Capacity Analysis
As can be seen, the annual startup  production is 3,568,941  gallons and startup
capacity is a very modest  6,000,000  gallons (27% of capacity  annually).  This
provides  more than adequate  capacity for any  equipment or personnel  start up
difficulties  The  production  of JUICES  for both  domestic  and  export  sales
increases  production needs within six months to 5,440,941 gallons. The addition
of an aseptic processing and packaging line for condensed milk In mid year 2000,
will increase  production  needs to 6,720,941  gallons Again this is well within
overall capacity of 21,840,000  gallons,  which is based on ten-hour  production
days, 365 days per year.

White  Dairy Fresh will  provide The Bahamas  with a supply of fresh milk daily.
The location in Freeport  also  provides for tax and duty free status that opens
up export  opportunities.  This was a deciding  factor in choosing  the Freeport
location,  as it not only makes good business  sense for the company by creating
regional marketing  opportunities but also for The Bahamas by opening previously
unthought of export opportunities for Bahamian produced products.

Based on an analysis of retail  grocery  sales,  Bahamian  customs data on dairy
imports,  animated  hotel  usage and  pre-negotiated  distribution  through  The
Bahamas  preferred retail grocery chain, the company  anticipates  profitability
from opening day This will provide  steady,  reliable  employment  for up to ten
Bahamians initially and more as the product hue and overall peroduction expands.

The nature of the Dairy Fresh product also requires less US.  dollars to offer a
like amount of milk, Using the 12-month projection of 1.537.691 gallons of whole
milk only, the cost of importing fluid milk at today's price is $5,612,572,  The
cost of importing  raw  materials to produce the same volume of Dairy Fresh milk
is $2,077,989 or a reduction of U.S.  dollars leaving The Bahamas of $3.534,583.
The  potential   reduction  across  the  entire  Dairy  Fresh  product  line  is
significant  The  business  strategy  to use  Freeport  provides  an  additional
opportunity to earn US. Dollars.  Using orange juice as an example, the 12-month
production  of  1,872,000   gallons  produced  for  export  only  will  generate
$4.062.240 gross sales in U.S. dollars.  Additional export opportunities include
cheeses,  other  fruit  juices,  and  condensed  milk in  five-gallon  cans  for
commercial  bakery  use to the United  States and the full range of Dairy  Fresh
products within the Caribbean.

<PAGE>

                               Dairy fresh-limited


Capacity:


21,840,000 gal        6,00 gal/hr, 10 hrs/day, 7 days/wk, 52 wks/yr.
Maximum

10,000 gal              5,000 gal/hr, 8hrs/day, 5 days/wk, 50wks/yr.
Optimum

6,000,000 gal           3,000 gal/hr, 8 hrs/day, 5 days/wk, 50 wks/yr.
Star up

Production:

3,568,941 gal     Milk, Juice, Ice cream. Flavored Water, Coffee Creamer-Bahamas
Star up

5,440, 941 gal    Milk, Juice, Ice cream. Flavored Water, Coffee Creamer-Bahamas
Within 6 months

6, 720, 941 gal   Milk, Juice, Ice cream. Flavored Water, Coffee Creamer,
Within 1 year     Condensed Milk-Bahamas Juice, Condensed Milk-Export.

<PAGE>