IGOHEALTHY COM INC
SB-2, EX-10.2, 2000-12-11
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                               Letter of Intent
                       Domain Name Transfer and Assignment

                         Effective Date August 30, 2000


     HEALTHY  USA,  INC., a Nevada  corporation  (the  "Transferor"),  which has
registered with Register.com the domain name iGoHealthy.com (the "Domain Name"),
desires to transfer and assign to iGoHealthy.com,  Inc., a Colorado  corporation
(the "Transferee"),  all of its rights,  title and interest in and to the Domain
Name.

     The  Transferor  agrees to  transfer  and  assign  the  Domain  Name to the
Transferee  for  consideration,  which is to be determined by a mutually  agreed
upon independent appraiser, at a future date not exceeding ninety (90) days from
the date of this Letter of Intent.  The  Transferor  further agrees to cooperate
with the  Transferee  in  effectuating  the  transfer  of the Domain Name and to
follow the registration in a timely manner. Specifically,  the Transferor agrees
to prepare and transmit the necessary  documents  and/or to correspond  with the
appropriate registrars to authorize transfer of the Domain Name.

         This  Letter of Intent  constitutes  the entire  agreement  between the
Transferor and the Transferee with respect to this  transaction.  Any changes to
this agreement must be made in writing,  signed by an authorized  representative
of both parties.

         IN WITNESS WHEREOF, the Parties have caused this Letter of Intent to be
executed by their authorized officers on the 30th of August, 2000.


AGREED & ACCEPTED:                               AGREED & ACCEPTED:

HEALTHY USA, INC.                                IGOHEALTHY.COM, INC.
a Nevada corporation                             a Colorado corporation
By:    /s/ Bill Glaser                      By:  /s/ Farid E. Tannous
    --------------------------------             -------------------------------
    Bill Glaser                                  Farid E. Tannous
    President & Chief Executive Officer     President

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