EMPLOYMENT AGREEMENT



     THIS  AGREEMENT,  dated as of April 15, 2003,  is by and between  NutraStar

Incorporated,   a   California   corporation   ("Employer"),   and  John  Howell

("Executive").



                                   WITNESSETH:



     WHEREAS,  Executive  desires to enter into the employment of Employer,  and

Employer desires to employ Executive  provided that, in so doing, it can protect

its confidential information, business, accounts, patronage and goodwill.



     NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals and of the

mutual agreements contained herein, the parties hereto agree as follows:



     Section 1. Position; Duties. Executive will serve as an officer of Employer

in the position of President and Chief Operating Officer.  Executive will report

to the Chief  Executive  Officer and the Board of  Directors of the Employer and

its  designees.  Executive  will  perform  the duties  that the Chief  Executive

Officer  and the  Board of  Directors  of the  Employer  may  from  time to time

reasonably  direct,  and such duties as may be  specified  for his office in the

Bylaws of the Employer. Executive will devote his best efforts and substantially

all of his  business  time,  ability and  attention  to the business of Employer

during the Original Term and any Renewal Term of this Agreement. Executive shall

comply with all policies, rules and regulations of Employer.



     Section 2. Term.  Without  limiting  the  express  rights of  Executive  to

certain  payments upon an early  termination of this Agreement as provided under

Section 4,  Executive's  employment  is  at-will  and may be  terminated  by the

Employer  at any time with or  without  cause.  Subject to the  foregoing,  this

Agreement shall commence on April 15, 2003 (the "Effective  Date") and,  subject

to earlier  termination  pursuant to this  Section 2 or Section 4, end three (3)

years  after the  Effective  Date of this  Agreement  (hereafter  the  "Original

Term"), unless terminated earlier pursuant to Section 4 of this Agreement. After

the Original Term, this Agreement shall be automatically  renewed for successive

terms of one (1) year each (each a "Renewal Term"),  unless  terminated  earlier

pursuant to Section 4 of this  Agreement or unless  either party gives the other

party sixty (60) days' written  notice,  prior to the expiration of the Original

Term or any  Renewal  Term,  as the  case  may be,  of that  party's  intent  to

terminate this Agreement at the end of the Original Term or any Renewal Term.



     Section  3.  Compensation.  Subject  to  Section  4,  as  compensation  for

Executive's services, and as compensation for Executive's covenants set forth in

this Agreement,  including without  limitation Section 5, the Employer agrees as

follows:



          (a) Base Salary.  During the Original Term and any Renewal  Term,  the

     Employer will pay  Executive a base salary  ("Base  Salary") at the rate of

     ten thousand dollars  ($10,000.00) per month,  prorated for any partial pay

     period.  The Base Salary  will be paid in  accordance  with the  Employer's

     regular  payroll  practices  and subject to  increase  by the  Compensation

     Committee  of the Board of  Directors  in its sole  discretion.  During the





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     period  beginning  with the  effective  date of this  agreement and for the

     first four months of this agreement,  the Executive's  base salary shall be

     deferred except for:



          i.   Ten percent (10%) of any deferred  salary for any preceding month

               shall  be  paid  for  every  twenty  thousand  dollars  ($20,000)

               reduction in monthly operating overhead, plus,



          ii.  Ten percent (10%) of any deferred  salary for any preceding month

               shall be paid for every fifty  thousand  ($50,000)  of  payables,

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