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                             MANUFACTURING AGREEMENT



THIS  MANUFACTURING  AGREEMENT   ("Agreement")  is  made  and  effective  as  of

  June 21, 2000   , by and between Ives Formulation Co., an Oklahoma corporation

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("Ives  Formulation  Co."),  and Vitamineralherb.com, Inc., a Nevada Corporation

("Customer")  with  reference  to  the  following  facts:



1.   Customer intends to market directly or through its licensees  ("Licensees")

     vitamin, mineral and nutritional supplement products and alternative health

     products  to  buyers  such as  medical  professionals,  alternative  health

     professionals,  martial  arts studios and  instructors,  sports and fitness

     trainers, school and other fundraising programs, and other similar types of

     buyers  ("Buyer(s)")  via the Internet,  offering the Buyers the ability to

     individualize or "private label" such products;



2.   Ives  Formulation  Co. is in the business of  manufacturing  and  producing

     vitamin,  mineral,  and  nutritional  supplement  products and  alternative

     health  products  (the  "Products")  and has  the  capability  of  "private

     labeling" the Products;



3.   The parties desire to define and establish their respective rights,  duties

     and interests regarding the Products formulated and/or manufactured by Ives

     Formulation Co. for Customer and its Licensees.



NOW THEREFORE, in consideration of the mutual promises, warranties and covenants

herein  contained,  the  parties  hereby  agree  as  follows:





1.   Scope of Agreement.  This  Agreement shall govern all Products manufactured

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     by Ives  Formulation Co. for, or sold by  Ives Formulation Co. to, Customer

     or its Licensees.





2.   Products  and  Pricing.

     -----------------------



          IVES FORMULATION CO.'S STANDARD  PRODUCTS.  Customer and its Licensees

     may  purchase  from  Ives   Formulation  Co.  certain  Products  from  Ives

     Formulation Co.'s standard product line, as defined by Ives FormuLation Co.

     ("Standard Ives  Formulation  Co.  Products").  Ives  Formulation Co. shall

     manufacture,  package,  label and prepare  Standard  Ives  Formulation  Co.

     Products for shipment in accordance with all federal and state laws,  rules

     and  regulations,   and  industry  standards.  Pricing  for  Standard  Ives

     Formulation  Co.  Products  shall be in accordance  with pricing  schedules

     provided to Customer by Ives  Formulation  Co.,  which may be changed  from

     time to time. Ives Formulation Co. may vary the unit cost for Srandard Ives

     Formulation Co. Products to provide  discounts for larger volume purchases.

     Ives  Formulation  Co. shall  provide





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     Customer with updates to its prices, which shall be implemented by Customer

     within 24 hours of receipt from Ives  Formulation Co. Ives  Formulation Co.

     shall honor the prices quoted on Customer's website, so long as such quotes

     are in accordance with those provided by Ives Formulation Co.



          CUSTOM  PRODUCTS.  Customer and its Licensees may also order from Ives

     Formulation  Co. Products  custom-manufactured  to Customer's or Licensee's

     specifications ("Custom Products"). Ives Formulation Co. shall manufacture,

     package,  label and prepare Custom Products for shipment in accordance with

     Customer's  written  specifications,   which  shall  be  provided  to  Ives

     Formulation  Co.  in a form  substantially  similar  to  Exhibit  A of this

     Agreement.  Pricing  for Custom  Products  shall be as  determined  by Ives

     Formulation  Co.  Ives  Formulation  Co.  may vary the unit cost for Custom

     Products to provide discounts for larger volume purchases.



          JOINT FORMULA PRODUCTS. Customer or its Licensees and Ives Formulation

     Co.  may  also  jointly  create  formulas  for  products   ("Joint  Formula

     Products").  Ives  Formulation Co. shall  manufacture,  package,  label and

     prepare Joint Formula  Products for shipment in accordance with all federal

     and state laws, rules and regulations, industry standards, and the parties'

     agreed upon specifications.  Pricing for Joint Formula Products shall be as

     determined by Ives  Formulation Co. Ives  Formulation Co. may vary the unit

     cost for Joint  Formula  Products to provide  discounts  for larger  volume

     purchases.



          PRIVATE LABEL  PRODUCTS.  Customer and its Licensees may purchase from

     Ives Formulation Co. products that have labels  customized for the Customer

     or its Licensees  ("Private Label  Products").  Ives  Formulation Co. shall

     affix to  Private  Label  Products  labels  furnished  by  Customer  or its

     Licensees  which  are  consistent  with  Ives  Formulation  Co.'s  labeling

     equipment and meet all federal and/or state labeling  requirements  for the

     Private Label Products  ordered,  or shall assist Customer or its Licensees

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