This RETAILER LICENSE AND DISTRIBUTION AGREEMENT (this "Agreement") is made as of __________________, by and between the party set forth in Exhibit A hereto (the "Retailer") and Nutri88, Inc. DBA MyNutritionStore.com (the "Company").

Recitals

WHEREAS, the Company develops, manufactures and markets a broad range of products focused upon the fitness and wellness industries, including, but not limited to a variety of supplement and nutraceutical products (the "Products"); and

WHEREAS, the Company has developed a proprietary system ("MYNUTRITIONSTORE.COM™") comprised of a scalable internet portal allowing individuals and companies to electronically market the Products;

WHEREAS, the Retailer desires to license MYNUTRITIONSTORE.COM ™, in accordance with the terms of this Agreement, to establish its own electronic store marketing the Products.

NOW THEREFORE, the parties hereto agree as follows:

Agreement

   1. MYNUTRITIONSTORE.COM ™. The Company hereby agrees to develop, launch, host and license an internet site, based upon the MYNUTRITIONSTORE.COM ™ website template, which maybe viewed at www.mynutritionstore.com/storetemplate (the "Retailer Website"). The Retailer Website shall be private labeled with the tradename of the Retailer and otherwise customized according to the specifications of the Retailer, within the constraints of the MYNUTRITIONSTORE.COM™ template. The Company shall update the content of the Retailer Website from time to time with new information, articles, webcasts, and product and service offerings regarding the fitness and wellness industry in general and the Products specifically (the "Website Content"). The Retailer agrees to pay the fee of $299 payable upon execution of this Agreement plus a monthly maintenance charge payable upon the first of each calendar month of $14.95, for the license of the Retailer Website and the providing of the Website Content.

   2. Scope of the License. The license of MYNUTRITIONSORE.COM ™ shall be a nonexclusive, non-transferable limited right to use and access the Retailer Website in accordance with the express terms of this Agreement. The Retailer hereby acknowledges that it may only sell the Products and use content expressly provided by the Company on the Retailer Website. Nothing contained herein shall grant Retailer any right to modify the Retailer Website in any fashion whatsoever, it being understood that the Company shall retain the right exclusive right to modify the Retailer Website. The trademarks of the Company, including MYNUTRITIONSTORE.COM, the Retailer Website, the content of the Retailer Website, customer identity and buying history and the Products shall remain the sole and exclusive property of the Company. The Company agrees to indemnify the Retailer for any claim that any trademarks licensed by the Company to the Retailer are infringing upon a third party's trademark. The Retailer agrees to abide by the terms of the MYNUTRITIONSTORE.COM ™ Manual, as it maybe amended from time to time by the Company, at its sole discretion. By agreeing to the terms of this Agreement, the Retailer is hereby acknowledging receipt of the MYNUTRITIONSTORE.COM ™ Manual. Any breach of this Agreement or failure to comply with the requirements of the MYNUTRITIONSTORE ™ Manual shall, in addition to all other rights and remedies, provide the Company with the right to immediately terminate this Agreement and the display of the Retailer Website on the internet.

   3. Products. The Retailer Website shall contain graphics and text descriptions of a mix of the Products. The Company reserves the right to modify or otherwise adjust the Fitness Product mix, as well as the graphics and text presented on the Retailer Website. The Retailer Website shall contain a fully functional ecommerce facility allowing visitors to the Retailer Website to input credit card information and acquire Products. The Company shall collect all funds generated through the sale of Products on the Retailer Website and shall distribute the funds collected through orders placed on the Retailer Website as follows (subject to any credit card charge backs):

Calendar Month Sales	Retailer Percentage
Less than $500	25%
Greater than $500/Less than $1500	30%
Greater than $1500/Less then $5000	33%
Greater than $5000	35%

All orders received by Retailer shall be subject to the approval of the Company. The Company reserves the right to accept or reject any order. The Company agrees to indemnify the Retailer for any products liability claims associated with the Products.

   7. Miscellaneous.

(a) Entire Agreement. This Agreement supersedes all previous agreements between the parties hereto, contains the entire understanding between the parties, and may not be changed, except in writing, duly executed by each of the parties.

(b) Assignment. This agreement may not be assigned without the express written consent of the non-assigning party.

(c) Dispute Resolution. In the event of a dispute, related to or arising from the terms of this Agreement: (i) Such dispute shall be resolved in accordance with the rules of the American Arbitration Association and venue shall be the American Arbitration Association office located in Orange County, California; (ii) California law shall apply and (iii) the prevailing party shall be entitled to all attorneys' fees and costs arising from such dispute.

(d) Independent Contractor. Retailer is an independent contractor relative to the Company and nothing contained herein shall be deemed to create a partnership or agency relationship.

(e) Limitation of Liability. THE COMPANY EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OF THE RETAILER WEBSITE OR THE WEBSITE CONTENT AND DOES NOT GUARANTEE ANY LEVEL OF SALES.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.