EXHIBIT 10.2

                             DISTRIBUTOR AGREEMENT

<PAGE>

EXHIBIT 10.2



                         EXCLUSIVE DISTRIBUTOR AGREEMENT

         THIS  EXCLUSIVE   DISTRIBUTOR  AGREEMENT  (the  "Agreement")  shall  be
effective as of _Dec. 8, 2005  (hereinafter  "Effective  Date"),  by and between
LifeUSA/  Envision  Health,  Inc.,  a  corporation   (hereinafter   collectively
"ENVISION"), and Sierra Mountain Minerals, Inc., a Canadian company (hereinafter
"SIERRA"), is made with reference to the following facts:

                                    Recitals

A.       SIERRA is the manufacture and producer of a joint health product called
         "SierraSil" (hereinafter "the Product") for human use.

B.       ENVISION is the manufacturer of certain nutritional  supplements and is
         desirous of becoming an  exclusive  distributor  for the Product in any
         blend  with  Krill Oil  (hereinafter  "the  Finished  Product")  in all
         distribution  channels in the Territory on the terms and conditions set
         forth herein.

C.       SIERRA is desirous of having ENVISION act as its exclusive  distributor
         for the Product in any blend with Krill Oil in all distribution
         channels in the Territory on the terms and conditions set forth herein.

NOW, THEREFORE, it is hereby agreed as follows:

1.       Incorporation  of Recitals.  The  Recitals  set forth  in  Paragraphs A
         through C, above, are  incorporated herein as though set forth in full.

2.       Appointment.   SIERRA  hereby   appoints   ENVISION  as  its  exclusive
         distributor  for the  Product  in any blend  with  Krill Oil within the
         Territory  subject to ENVISION  fulfilling  the terms and conditions of
         the best efforts marketing requirements set forth herein in Sections 4,
         5,  and  9.  SIERRA  shall  cease  making  sales  to  any  customer  or
         distributor who, during the term of this Agreement, violates ENVISION's
         exclusivity.

3.       Territory.  The Territory shall be the entire world.

4.       Prices and Terms.  The price for the  Product as set forth in Section 9
         herein,  sold by SIERRA to ENVISION,  shall be subject to change due to
         changes  in  manufacturing  costs and so as to  maximize  profits;  any
         changes in price for the Product  shall not be applicable to previously
         accepted  orders  and  shall be made  with at least  ninety  (90)  days
         advance  notice  in  writing  and in good  faith by  conference  of the
         parties.  ENVISION shall not resell the Product alone. Terms of payment
         will be 1/3 upon  placement  of order and 2/3  balance  net thirty (30)
         days  or as  mutually  agreed  upon in  writing  between  the  parties.
         Delivery will be F.O.B.  ENVISION shall be responsible for all costs of
         shipping from SIERRA to ENVISION.

5.       Product Support. ENVISION will use  its best efforts to market and sell
         the Finished Product throughout  the Territory.  The parties also agree
         that:

         o     If SIERRA  customers are  interested in purchasing the Product in
               any blend with Krill Oil, SIERRA will refer them to ENVISION.

<PAGE>

         o     ENVISION  will be  responsible  for  all  costs  associated  with
               developing and manufacturing the Finished Product.

6.       Sales Disclosures. ENVISION will provide SIERRA with demand projections
         for the  Product and SIERRA will  produce  enough  Product to meet such
         demand projections.  ENVISION will inform SIERRA of committed sales and
         SIERRA  will  increase  or  scale  up its  production  of  the  Product
         accordingly.  SIERRA will not  unreasonably  withhold the Product,  but
         shall not be liable for unfulfilled or partially fulfilled orders given
         just cause for such action.

7.       Term.  The  term of this  Agreement  shall  be two (2)  years  from the
         Effective  Date with  automatic  annual  renewals  thereafter  provided
         either  party does not provide  sixty (60) days  notice of  termination
         prior to the renewal date or the Agreement is not otherwise  terminated
         as set forth in Section 8.

8.       Termination.
         (a) Upon the  occurrence  of a  material  breach or  default  as to any
         obligation,  term or provision contained herein by either party and the
         failure of the breaching  party to promptly  pursue (within thirty (30)
         days after  receiving  written  notice  thereof from the  non-breaching
         party) a reasonable remedy designed to cure (in the reasonable judgment
         of the  non-breaching  party) such  material  breach or  default,  this
         Agreement  may be  terminated  by the  non-breaching  party  by  giving
         written notice of termination to the breaching party,  such termination
         being  immediately   effective  upon  the  giving  of  such  notice  of
         termination.

         (b) Upon the  occurrence of  bankruptcy  of the other party,  breach of
         confidentiality,  government legislative interference, or force majeure
         extending  beyond  sixty  (60)  days,   either  party  may  immediately
         terminate the Agreement.

9.       Purchase  Requirements.  During the  term of this  Agreement,  ENVISION
         will  exclusively  purchase  the  Product  from   SIERRA.  The  parties
         mutually agree to the Purchase Price of:

         Product                          Purchase Price
         -----------------------------------------------
         A.  SierraSil                    Per Sierra Sil's wholesale price list.

10.      Intellectual Property.  SIERRA is responsible for all Patent costs  for
         the Product.  SIERRA  warrants it  owns pending patents for the Product
         in the  U.S. and  internationally.  SIERRA  hereby  grants  ENVISION an
         exclusive,  royalty-free  sub-license of  the Product's future patents,
         and patent  applications  to distribute,  sell  and market the Finished
         Product.  SIERRA hereby agrees to indemnify,  defend  and hold ENVISION
         harmless  from any claims  that the Product  infringes  upon  any other
         patent.

11.      Trademarks  SIERRA  is the  owner of the  trademark  "SierraSil".  This
         Agreement  grants  ENVISION a  non-exclusive  and  non-royalty  bearing
         license to use the mark  "SierraSil".  SIERRA shall at all times be the
         owner of the  trademark and ENVISION  shall acquire no rights  thereto.
         Upon  termination,  ENVISION shall have eighteen (18) months to exhaust
         any  inventories,  packaging  and  advertising  materials  bearing  the
         "SierraSil"  trademark  and SIERRA  shall have first option to buy back
         any inventory at ENVISION's net purchase price.

<PAGE>

12.      Independent Contractor Status. The parties acknowledge that ENVISION is
         an  independent contractor and  shall  not be deemed to be an employee,
         agent, or joint venturer of SIERRA  for any  purpose, including federal
         tax purposes.

13.      Warranty.  SIERRA warrants that  the Product shall be free from defects
         in  material  and  workmanship  for  the  reasonable  shelf life of the
         Product.  In the event of any breach  of this  warranty or in the event
         any user of Product  makes a claim that  the  Product  was the cause of
         personal injury or property damage  (product  liability claim),  SIERRA
         shall indemnify,  defend and hold  ENVISION harmless from any liability
         occasioned  by a breach  of  warranty  or  a product  liability  claim.
         SIERRA  warrants  that it carries  general  liability  insurance of not
         less than $2 million  per occurrence and product liability insurance of
         not less than $5 million  per occurrence  and that,  upon the execution
         of this Agreement,  it  will name ENVISION as an additional  insured on
         such policies.  SIERRA  further  warrants  that the Product will not be
         adulterated or misbranded within the meaning  of any federal, state, or
         local law or  regulation  or other  applicable  law.  SIERRA  agrees to
         promptly notify ENVISION of any problem,  anomaly, defect or  condition
         which would reasonably cause ENVISION's concern relative to  stability,
         reliability, form, fit, function or quality of the Product.

         ENVISION  warrants that the Finished Product will not be adulterated or
         misbranded  within the meaning of any federal,  state,  or local law or
         regulation or other  applicable law. In the event of any breach of this
         warranty or in the event any user of the Finished Product makes a claim
         that the Finished  Product was the cause of personal injury or property
         damage (product liability claim), ENVISION shall indemnify, defend, and
         hold  SIERRA  harmless  from any  liability  occasioned  by a breach of
         warranty  or a  product  liability  claim.  ENVISION  warrants  that it
         carries  general  liability  insurance of $1 million per occurrence and
         product liability  insurance of not less than $2 million per occurrence
         and that, upon execution of this  Agreement,  it will name SIERRA as an
         additional insured on such policies.

14.      Confidential  Information.  The  parties  acknowledge  that, during the
         term  of  this  Agreement,   each   may  receive  certain   Proprietary
         Information of the other.  Proprietary  Information  includes,  without
         limitation,    formula,    scientific   studies,    processes,   plans,
         formulations,  technical information, new  product information, methods
         of product delivery, test procedures,  product samples, specifications,
         scientific,  clinical,  commercial  and   other  information  or  data,
         customer lists,  customer contacts,  and  other distributors within the
         Territory   which  are  considered   confidential   in  nature  whether
         communicated  in writing or orally.  The parties  agree that  each will
         treat such information as  confidential.  Neither party shall  have the
         right to  disclose  the  Proprietary  Information  to any  third  party
         without the express written consent  of the disclosing  party.  Neither
         party may use the proprietary information  except in furtherance of the
         goals of this  Agreement and is further  prohibited  from utilizing the
         Proprietary  Information  directly  nor  indirectly  to  engage  in any
         business activity which is competitive with the other.

15.      Force  Majeure.  In no event  shall  any party be  responsible  for its
         failure to fulfill any of its  obligations  under this  Agreement  when
         such  failure  is  due  to  fires,  floods,  riots,  strikes,   freight
         embargoes,  acts  of  God or  insurrection.  In the  event  of a  force
         majeure, the party affected thereby shall give immediate written notice
         to the other.  If the event of force majeure  continues for longer than
         sixty  (60)  days,  the party not so  affected  shall have the right to
         terminate this Agreement.

<PAGE>

16.      Non-Waiver  of  Default.  The  failure  of either  party at any time to
         require the  performance  by a party of any provision of this Agreement
         shall in no way  affect the right to  require  performance  at any time
         after  such  failure.  The  waiver of  either  party of a breach of any
         provision  of this  Agreement  shall not be taken to be a waiver of any
         succeeding  breach of the  provision  or as a waiver  of the  provision
         itself.

17.      Attorney's  Fees.  In the event  either  party is required to institute
         litigation to enforce any provision of this  Agreement,  the prevailing
         party in such  litigation  shall  be  entitled  to  recover  all  costs
         including without limitation,  reasonable  attorney's fees and expenses
         incurred in connection with such enforcement and collection.

18.      Venue. This Agreement is deemed to have been entered into  in the State
         of Colorado,  and its  interpretation,  construction,  and the remedies
         for its  enforcement  or breach  are to be applied  pursuant  to and in
         accordance with the laws of the State of Colorado.

19.      Notices.  Any  and all  notices  or  other  communication  required  or
         permitted to be given  pursuant to this  Agreement  shall be in writing
         and shall be construed as properly given if mailed first class, postage
         prepaid to the address specified herein. Either party may designate, in
         writing,  a change of address or other  place to which  notices  may be
         sent.

         If to SIERRA:                               If to LIFEUSA/ENVISION:
         Mr. Michael Bentley                         Mr. Michael Schuett
         Sierra Mountain Minerals Inc.               Envision Health, Inc.
         1501 West Broadway, Suite 500               2475 Broadway, Suite 202
         Vancouver  BC  V6J4Z6                       Boulder, CO 80304
         Canada



20.      Amendment.  This Agreement shall not be modified or amended except by a
         written agreement executed by both parties.

21.      Entire  Agreement.  This Agreement  constitutes  the  entire  agreement
         between the parties  with  respect to the subject  matter  thereof  and
         supersedes all prior agreements, whether written or oral.

22.      Assignment. The parties shall have the right to assign all, or part, of
         its  rights under  this  Agreement  to any  wholly owned  subsidiary or
         affiliate  without the consent of the other Party. Any other assignment
         by the parties, requires the prior written consent of the other Party.

ACKNOWLEDGEMENTS

         Each party acknowledges that he or she has had an adequate  opportunity
to read and study this Agreement.  The  understanding of the aforesaid  articles
causes no  difficulty  whatsoever  and each  party has  retained  a copy of this
agreement immediately after the signing of it by all parties.

<PAGE>

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
as of the date and year first written above.

SIERRA MOUNTAIN MINERALS                LIFEUSA/ENVISION HEALTH


By:    /s/ Michael Bentley              By: /s/ Michael Schuett
       -----------------------              -------------------------
       Michael Bentley                      Michael Schuett


       December 8, 2005                 December 7, 2005
       -----------------------          ------------------------------
       Date                             Date