EXHIBIT 10.6


                                ROYALTY AGREEMENT
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     This  Agreement is made and  effective  this 22 day of February,  2002 (the
"Effective  Date")  by and  among  Thinka  Weight  Loss  Corporation,  a  Nevada
("THINKA") and Windmill Health Products, a division of Vitaquest  International,
Inc., a Delaware Corporation, hereinafter referred to as "Windmill").

     WHEREAS, THINKA is the owner of a dietary supplement product known as "Carb
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Fighter" (hereinafter the "Product", a copy of the product formulation for which
is appended hereto as Exhibit A), and owns advertising and promotional materials
for the marketing of the Product, including direct response television and radio
advertising for the Product;

     WHEREAS,  THINKA owns all  intellectual  property  rights  worldwide in the
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Product and its  packaging and in the  advertising  and  promotional  materials,
including but not limited to, copyrights therefor, the trademark "Carb Fighter",
trade  dress,  product  formula  and patent  rights  (hereinafter  "Intellectual
Property Rights");

     WHEREAS,  THINKA is willing to appoint Windmill with the exclusive right to
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market,  distribute and sell the Product under the Intellectual  Property Rights
throughout the United States and Canada (hereinafter  "Territory") to the retail
marketplace,  including but not limited to independent drug stores, drug chains,
mass markets, discount stores, convenience stores, variety stores,  wholesalers,
and supermarkets;

     NOW,  THEREFORE,  in  consideration of the mutual promises and undertakings
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set forth herein, and intending to be legally bound hereby, the parties agree as
follows:

1.   THINKA  shall  appoint  Windmill  as  the  exclusive   licensee  under  the
Intellectual  Property  Rights to market  (including the rights to advertise and
promote),  distribute  and sell  the  Product  in the  Territory  to the  retail
marketplace,  including but not limited to independent drug stores, drug chains,
mass markets, discount stores, convenience stores, variety stores,  wholesalers,
and supermarkets.

2.   Immediately following the execution of this Agreement,  THINKA will provide
to Windmill artwork for advertising,  packaging and promotional  materials,  and
consulting services regarding  infomercial and other advertising and promotional
expertise for the successful retail distribution of the Product.

3.   Windmill  shall pay to THINKA one dollar  ($1.00)  per unit of Net Sales of
Carb Fighter  sold in the retail  marketplace  by  Windmill.  Net sales shall be
defined hereunder as total paid sales by Windmill from its retail customers less
returns, slotting fees, credits and allowances. All payments due THINKA shall be
net 30 days of Windmill's receipt of payments from its customers.

4.   This  Agreement  shall become  effective upon execution and shall remain in
effect, for a term of three years.  Thereafter,  this agreement shall be renewed
upon the mutual agreement of the parties.

5.   This Agreement embodies the complete agreement and understanding  among the
parties  relating  to  Carb  Fighter  and  supersedes  and  preempts  any  prior
understandings,  agreements or representations by or among the parties,  written
or oral, which may have related to the subject matter hereof in any way.

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6.   This  Agreement  is  intended  to bind and inure to the  benefit  of and be
enforceable  by each of the parties hereto and their  respective  successors and
assigns.

7.   This  Agreement  shall be governed by the internal  law, and not the law of
conflicts, of the State of New Jersey and Nevada.

8.   This Agreement may be executed in counterparts. A facsimile signature shall
be deemed as effective as an original signature.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
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the date first above mentioned.

Windmill Health Products, a division of
VITAQUEST, INTERNATIONAL, INC.



By: /s/ Scott Youngs
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Name:  Scott Youngs
Position:  Executive Vice President

Date: February 22, 2002
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THINKA WEIGHT LOSS CORPORATION


By: /s/ Kathy Whyte
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Name:  Kathy Whyte
Position:  Secretary

Date: February 22, 2002
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