LICENSE AGREEMENT

EXHIBIT 10.3

LICENSE AGREEMENT

SIERRA MEDICINALS, INC

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(Dr. Steven Rosenblatt, M.d., Phd.)

This agreement ("Agreement") is made by and between Sierra Medicinals, Inc., 2029 Century Park East, Suite 1112, Los Angeles, CA 90067 ("LICENSOR") and L. Perrigo Company ("LICENSEE") and is effective as of MAY 8, 2003 ("EFFECTIVE DATE"), upon full execution by both parties. Licensee is located at 515 Eastern Avenue, Allegan, Michigan, 49010. In consideration for the mutual obligations described below, Licensor and Licensee hereby agree to the following:

PREMISE

       Licensor has Dr. Steven Rosenblatt, M.D., Phd., ("ROSENBLATT") a licensed practicing medical doctor with a reputation for expertise in the human dietary supplement field (the "LICENSED FIELD") under contract.

       Licensee is a manufacture and marketer of dietary maintenance and supplements of all types, including the types within Licensor’s expertise.

       Licensor, in pursuit of its business interests, and Rosenblatt, in pursuit of his professional practice, desire to grant Licensee rights to the Licensed Elements (defined below) and Licensee desires to utilize such rights all as described below.

SPECIFIC TERMS

1. GRANT OF RIGHTS.

       A.     Subject to all the terms and conditions of this Agreement, Licensor hereby grants Licensee the following exclusive rights with respect to the Licensed Products, during the Term and within the Territory: the right to use the Licensed Elements in connection with the creating, developing, manufacturing, marketing, promoting, advertising, distributing, and sale of the Licensed Products through Authorized Distribution Channels.

       B.     "LICENSED PRODUCTS" consist solely of the following product items that use the Licensed Elements, and include their associated packaging:

       Weight loss products used for human dietary maintenance and supplements.

       C.     "LICENSED ELEMENTS" means the likeness and name of Rosenblatt. "Licensed Elements" includes the Rosenblatt name and all testimonials, commentary or endorsement, writing or oral expression of any sort with respect to the Licensed Products. "Licensed Elements" includes any drawing, likeness, photograph, or other graphic representation media now in existence or created in the future intended to identify or actually identifying Rosenblatt.

       D.     The "TERM" shall begin as of the Effective Date of this Agreement and end on this date in 2006, unless sooner terminated pursuant to the provisions of this Agreement.

       E.     The "TERRITORY" means: United States, Canada, Mexico, and the United Kingdom, including in each case, their Territories, Possessions, and Military Installations.

       F.     "AUTHORIZED DISTRIBUTION CHANNELS" consist of the Food, Drug, Mass Market Retailers, and Health Food Store and Independent Retail outlets. "MASS MARKET RETAILERS" means retailers that are generally understood to be mass merchants (such as Kmart, Wal-Mart, and Target), mass market toy chains, warehouse clubs, convenience stores, superstores, drugstores, supermarkets, and grocery stores, and includes mail order, print catalog, and online sites operated by the above retailers. "HEALTH FOOD STORE AND INDEPENDENT RETAILERS" means retailers that are generally understood to be health food chain stores (such as Whole Foods, Wild Oats and GNC) and non chain, independent retailers in each case who are selling dietary supplements. Licensee is authorized to use wholesalers and distributors customarily used in the industry to reach Licensee’s Authorized Distribution Channels.

2. FINANCIAL TERMS.

       A.     ROYALTIES. In consideration for the rights granted to Licensee under this Agreement, Licensee shall pay Licensor (and not Rosenblatt) royalties equal to the percentages set forth below of Licensee’s "Net Invoiced Billings" from all sales of the Licensed Products during the Term by Licensee in the territory through the Authorized Distribution Channels.

       B.     PAYMENT METHOD. All payments to Licensor under this Agreement shall be made by check payable to Licensor and sent to the address first written. No later than 30 days after the end of an Accounting Period (starting from the first Accounting Period in which Licensee has sold a Licensed Product), Licensee shall pay Licensor all royalties due with respect to such Accounting Period.

       C.     ACCOUNTING PERIODS. The "Accounting Period" for royalty reporting will be calendar quarters.

       D.     NET INVOICED BILLINGS. "Net Invoiced Billings" means actual invoiced billings (i. e., sales quantity multiplied by Licensee’s actual selling price) for the Licensed Products sold, minus only the "Authorized Deductions". "Net Invoiced Billings" does not include invoiced charges for taxes, packaging, handling, or transportation of Licensed Products within the Territory so long as such charges are separately identified on the sales invoice. "Authorized Deductions" consist solely of (i) volume or other discounts, (ii) returns, (iii) defective good allowances, (iv) allowances in lieu of returning goods, (v) slotting fees, or (vi) feature and display promotions provided.

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       E.     ROYALTY STATEMENTS. Simultaneous with Licensee’s royalty payments, Licensee shall deliver to Licensor a complete and accurate royalty statement with respect to all sales of the Licensed Products occurring in the applicable Accounting Period. Each royalty statement shall include the following information, in the aggregate and broken down by country for the Licensed Products: (i) number of units sold of each SKU of each Licensed Product, (ii) gross proceeds derived from Licensee’s sales of the Licensed Products, (iii) all credits issued by Licensee to its customers for returns received, (iv) all allowable discounts and allowances issued by Licensee to its customers, (v) a complete calculation of Licensor’s royalties including any adjustments for prior Accounting Periods, and (vi) additional information as reasonably needed to make the information presented to be clearly understandable.

       F.     AUDITS. Throughout the Term and for at least 18 months thereafter, Licensee shall maintain at its address complete and accurate books of account and related documents such as vouchers and invoices relating to the financial obligations of Licensee to Licensor under this Agreement. Licensor or its designated representative shall have the right, during the Term and thereafter (but not more frequently than once each calendar year), to examine and audit such books of account and related documents. Such examination shall be made in a reasonable manner by prior appointment with at least one week’s notice during normal business hours and at the location where such books of account and related documents are maintained. Licensee shall reasonably cooperate with Licensor in facilitating such examination. If an audit indicates monies due to either party, then the party owing money shall promptly pay such amount together with interest from the date the amount was due until the date of payment; the interest rate shall be 1 percent per month. Licensor’s receipt or acceptance of any payment or royalty statement shall not preclude Licensor from questioning the correctness of such payment or statement up to six months after the receipt thereof by Licensor and shall not limit any other rights that Licensor shall have under this Agreement or otherwise.

       G.     COSTS. Except as expressly agreed, each party is responsible for its own costs in connection with its activities under this Agreement.

3. PROMOTIONS.

       A.     RETAILER PRESENTATIONS. Licensor shall, upon Licensee’s written request at least 30 days in advance of an event, make Rosenblatt available to attend, participate in, and assist Licensee in not more than five seminar sessions during each calendar year. A seminar session is an event aimed at customers of Licensee to introduce and/or educate such customers on the effect and use of the Licensed Products. Licensor’s and Rosenblatt’s participation in such sessions shall be as requested and designated by Licensee.

       B.     CONSUMER PROMOTIONS. Licensor shall, upon Licensee’s written request at least 30 days in advance of an event, make Rosenblatt available to attend, participate in, and assist Licensee in not more than 10 consumer promotional events during any calendar year. A promotional event is one aimed at consumers of Licensed Products to introduce and or educate such consumers on the effect and use of the Licensed Products, provide endorsements on copies of Licensor’s Materials (defined in 5 F below), Licensor’s or Rosenblatt’s books or writings, or similar promotional event. Licensor’s and Rosenblatt’s participation in such sessions shall be as requested and designated by Licensee.

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       C.     FORMULATIONS. In the event that Licensor or Rosenblatt assist in or provide formulation advice with respect to any product, the result shall be the sole property of Licensee and Licensor and Rosenblatt shall provide reasonable documentation of such ownership upon request. Neither Licensor nor Rosenblatt shall not be entitled any additional compensation as a result of assistance or any formulation provided to Licensee during the Term.

       D.     PHOTOGRAPHS. Licensor shall, upon Licensee’s written request at least 30 days in advance, make Rosenblatt available to be photographed for purposes of Licensee’s use hereunder.

       E.     TRAVEL AND EXPENSES. Licensee shall reimburse Licensor for all reasonable and necessary out-of-pocket travel expenses incurred by Licensor and Rosenblatt in connection with A through D which that have been approved in advance by Licensee and, to the extent available, booked through Licensee’s captive travel department.

4. RIGHTS OF APPROVAL. Licensee acknowledges that in order to ensure that the appearance, quality, manufacturing, marketing, sale, distribution, and other exploitation of the Licensed Products are consonant with Rosenblatt’s name and reputation and with the goodwill associated with Rosenblatt and the Licensed Elements, to ensure the protection of Licensor’s copyrights and trademarks, and to advance Licensor’s educational and business interests, Licensor has and retains the sole and exclusive right to approve any use of any portion of the Licensed Elements under this Agreement. Licensee shall provide a complete copy of each proposed use to Licensor at the address above, and if no written objection to such use specifying in detail the basis for the objection is received by Licensee at the address above within seven calendar days of receipt of such copy by Licensor, Licensor shall be deemed to have irrevocably approved of such use. Licensor may not unreasonably withhold an approval hereunder. Once approved by Licensor, Licensee shall not make any changes to any approved use without the further approval of Licensor hereunder.

5. INTELLECTUAL PROPERTY.

       A.     OWNERSHIP OF LICENSOR MATERIALS.

             (i) In recognition of Licensor’s ownership and substantial investment in the Licensed Elements, and the need for Licensor to protect the integrity of the Licensed Elements, Licensor shall own all right, title, and interest (including all trademarks, copyrights, registrations, renewals, and extensions throughout the world) in and to the "Licensor Materials," except for rights of use granted to Licensee in this Agreement. The "Licensor Materials" shall mean (i) the Licensed Elements and (ii) all non separable embodiments (including embodiments of the foregoing in tools, molds, models, plates, and other manufacturing materials provided that Licensee shall retain title to the physical form of such manuf