Fulfillment Services Agreement

EXHIBIT 10.14


FULFILLMENT SERVICES AGREEMENT


This AGREEMENT (the "Agreement") is entered into as of this 19th day of January, 2004, by and between Advantage Marketing Systems, Inc., an Oklahoma ("AMS ") with its principal place of business at 2601 Northwest Expressway suite 1210W, Oklahoma City, OK 73112 and Vita Sales & Distribution Multi-Country ("VITA"), 794 Great Hwy #3, San Francisco, CA 94121. Hereinafter collectively referred as the " Parties".


RECITALS


WHEREAS, AMS develops and sells proprietary nutritional supplements through a network marketing system.


WHEREAS, VITA formulated, developed of nutritional supplements, based on adaptogenic herbs and supervised its production at a designated manufacturing facility in Russia.;


WHEREAS, AMS is desirous of securing VITA expertise in the area of developing of adaptogenic products for inclusion in its products line;


NOW THEREFORE, the PARTIES agrees as follows:


1. DUTIES.


VITA duties the following:


a. Product formulation for mutually agreed upon
nutritional products.


b. Monitoring harvesting, production, quality control
and shipping adaptogen product from designated
suppliers in Russia to assure maximum potency and
effectiveness. Upon AMS request to provide
background support material for each new product
introduced by VITA


c. VITA may provide services of world recognized
experts in herbal medicine, pharmacology,
nutrition and sports medicine.


d. VITA will provide with Dr. Ben Tabacnik
(CONSULTANT) consulting services including:


- Educate the AMS staff (personal meetings and phone
interviews) for the first 6 months following the
introduction of a product. Company may record
presentations and interviews and have all rights for
distribution in any and all formats.


-Providing information for articles for publication
on Company products.


e. Becoming a member of the scientific advisory board
upon request by the AMS.


2. Vita agrees, that AMS can use CONSULTANT name, likeness for internal
use for marketing products or ingredients developed and sold to the
AMS. Consultant must approve use of name and likeness for any material
or information intended for distribution to the public.


This agreement is intended for the CONSULTANT products and/or ingredients to enhance the COMPANIES weight loss products and for new product formulations that could replace Prime One and Prime Plus.


3. Term. This Agreement shall commence on the date first set forth above and shall remain in effect for two years. Thereafter, this Agreement shall be automatically renewed for an additional two year term unless formal return receipt written notice is received a minimum 30 days prior to each two year anniversary date. After the termination of this Agreement, all formulas developed by VITA during the term of this Agreement which are used, produced and distributed in products by the AMS, shall continue as the Company's products with all royalties or overrides paid to VITA per the terms of this Agreement and other written agreements that PARTIES may reach regarding payment to VITA for products. The product brand name given to any such products is and will be the sole property of the AMS and VITA is and shall be prohibited from using any such names at any time. VITA, upon and after termination of this Agreement, shall retain his rights to manufacture, license and distribute all formulations and products developed by Consultant as long as Consultant does not infringe on any brands and/or trademarks of the Company or use the Company's products' names at any time.


4. Compensation. The Company shall pay VITA for developed PRODUCTS while performing duties for the AMS beginning with the first shipment of product to a purchaser. The Company and Consultant are currently evaluating the key ingredient (L.O.) for potential use initially in Company weight loss products. Payment on this product, if the product is approved by the AMS and sold by the AMS, will be .75 cents per bottle paid by company associates and customers. For new products where the formula is entirely that of the VITA and approved by AMS, the royalty will be $1.00 per bottle under the same terms. The same royalty will be paid for modified and improved existing products Prime1 and Prime Plus ...