Transition Agreement

July 7, 1999

It is agreed as of this date  between  Dr.  Jane  Enterprises  (DJE) and Trilogy
International, Inc. (Trilogy) the following:

As of August 31, 1999:

DJE will cease all sales of Dr. Jane Products.

Trilogy will acquire all  remaining  inventory of Dr. Jane  products in the care
custody and/or control of DJE.

As  consideration  for said  inventory  Trilogy  will  assume the debt of DJE to
Pharma  Chemie and  Professional  Pet  Products  up to an amount not to exceed a
total of both debts of $9,000.

All orders for Dr. Jane Products  received by DJE  subsequent to August 31, 1999
will be forwarded by DJE to Trilogy International  together with payment for any
such orders.

So long as Trilogy International has remaining inventory of Dr. Jane Products on
hand, such orders will be filled and shipped by Trilogy.

Other than that  inventory  on hand  acquired by Trilogy  from DJE as  described
above, no additional Dr. Jane products will be ordered or purchased by Trilogy.

If orders  are  received  by DJE and  forwarded  to  Trilogy  subsequent  to the
exhaustion of said inventory, customers will be contacted by Trilogy and offered
Trilogy products.

- ----------------------------                     ------------------------------
James Rapp, President                              Carol Berardi, President
Dr. Jane Enterprises                               Trilogy International, Inc.



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