PURCHASE AGREEMENT

PURCHASE AGREEMENT

THIS AGREEMENT made as of the 25^th day of May, 0000

X X X X X X X:

NESRACORP INC.

(hereinafter called the “Vendor”)

OF THE FIRST PART

- and -

NATURAL NUTRITION, INC.

(hereinafter called the “Purchaser”)

OF THE SECOND PART

(the Vendor and Purchaser hereinafter called the “Parties”)

RECITALS:

A.   Interactive Nutrition International Inc. (“INII”) is indebted to the Vendor for an outstanding amount of principal (the “Principal”) and interest accrued thereon (the “Interest”) (the Principal and the Interest together the “Indebtedness”) pursuant to a promissory note made March 31, 2004;

B.   The total amount of the Indebtedness is not less than that described in Schedule “A” to the Assignment (as hereinafter defined);

C.   The Vendor is the holder of a general security agreement and share pledge granted concurrently by INII and its shareholder in connection with the Indebtedness (collectively the “Security”);

D.   Natural Nutrition, Inc. owns all of the issued and outstanding shares of INII; and

E.   The Vendor has agreed to assign to the Purchaser all of the right, title, benefit and interest of the Vendor in and to the Indebtedness and Security as hereinafter provided.

NOW THEREFORE THIS PURCHASE AGREEMENT (the “Agreement”) WITNESS that in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Purchaser and the Vendor hereby covenant and agree as follows:

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ARTICLE 1 - INTERPRETATION

1.1  DEFINITIONS

(a)   “Assignment” means the assignment and conveyance of the Purchased Assets in the form set out in Schedule 1.1(a).

(b)   “Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Ottawa, Ontario.

(c)   “Closing” means the completion of the purchase and sale transaction contemplated herein.

(d)   “Closing Date” means the date of this Agreement.

(e)   “Closing Time” means 1:00 p.m on the Closing Date.

(f)   “Distribution Agreement” means a Distribution Agreement dated September 4, 1996 made between the Vendor, INII, Body Plus Nutritional Products Inc., Xxx Xxxxxxxxx and Xxxxxx Xxxxxxxx and amended on February 25, 2003, March 30, 2004 and otherwise from time to time.

(g)   “Financial Statements” has the meaning set out in Section 5.1.

(h)   “Indebtedness” has the meaning set out in the recitals to this Agreement.

(i)   “INII” has the meaning set out in the recitals to this Agreement.

(j)   “Interest” has the meaning set out the recitals to this Agreement.

(k)   “Material Adverse Change” means a change, effect, event or occurrence, or a series of changes, effects, events or occurrences, or state of facts that is, or would reasonably be expected to be, material and adverse to the business, assets, liabilities, operations, results of operation or condition (financial or otherwise) which includes but is not limited to any claim, action or proceeding of INII.

(l)   “Non-Competition and Non-Solicitation Agreements” means the agreements to be entered into between each of Xxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx and INII in the form attached as Schedule 1.1(l).

(m)   “Principal” has the meaning set out the recitals to this Agreement.

(n)   “Purchased Assets” has the meaning set out in Section 2.1 hereof.

(o)   “Purchase Price” has the meaning set out in Section 2.2 hereof.

(p)   “Releases” means the mutual releases contemplated in Sections 3.1(i) and 3.2(d).

(q)   “Security” has the meaning set out the recitals to this Agreement.

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(r)   “Transaction Agreements” means this Agreement, the Assignment, the Non-Competition and Non-Solicitation Agreements, the Releases and the Transition Services Contracts.

(s)   “Transition Services Contracts” means the agreements to be entered into between each of Xxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx and INII in the form attached as Schedule 1.1(s).

1.2  SCHEDULES

The following are the schedules and exhibits attached to this Agreement:

Schedule 1.1(a) - Assignment and Conveyance

Schedule 1.1(l) - Non-Competition and Non-Solicitation Agreements

Schedule 1.1(s) - Transition Services Contracts

ARTICLE 2 - PURCHASE AND SALE

2.1  PURCHASE AND SALE

On the terms and subject to the conditions hereof, the Vendor agrees to assign, transfer and convey unto the Purchaser at the Closing all of the right, title, benefit and interest of the Vendor in and to the Indebtedness and the Security in respect thereof, including, without limitation, all loan, security and other documentation relating to the Indebtedness and the Security purchased hereunder (collectively, the “Purchased Assets”).

2.2  PAYMENT OF PURCHASE PRICE

At the Closing the Purchaser agrees to pay to or in accordance with the direction of the Vendor the amount of SEVEN MILLION SIX HUNDRED AND FIFTY THOUSAND CANADIAN DOLLARS (CDN$7,650,000.00) (the “Purchase Price”). The Purchase Price shall be payable by way of certified cheque or wire transfer.

2.3  ALLOCATION OF PURCHASE PRICE

The Parties acknowledge that the amount of the Purchase Price is less than the total amount of the Indebtedness and agree that the consideration therefore is allocated entirely to the outstanding amount of Principal described in Schedule “A” of the Assignment and no portion thereof is allocable to the outstanding amount of Interest described in Schedule “A” of the Assignment.

2.4  LOCATION AND TIME OF CLOSING

The Closing shall be completed at the Closing Time on the Closing Date, at the offices of Xxxxxx Xxxxxx Gervais LLP, Barristers and Solicitors, 1100 - 000 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxx, X0X 0X0, Xxxxxx or at such other time on such dates or such other dates as may be mutually agreed upon by the Parties.

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ARTICLE 3 - CLOSING ARRANGEMENTS AND CONDITIONS

3.1  PURCHASER’S CONDITIONS

The obligation of the Purchaser to complete the Closing is subject to fulfilment of the following conditions:

(a)   the Vendor shall have completed all necessary steps and all necessary proceedings shall have been taken to authorize the transactions contemplated hereby;

(b)   the Vendor shall have performed and complied with all of the terms, covenants and conditions to be performed or complied with by it at or prior to the Closing Time on the Closing Date;

(c)   the parties to the Transaction Agreements, other than the Purchaser, shall have executed and delivered the Transaction Agreements to the Purchaser;

(d)   the Purchaser shall have completed its review and examination of the Financial Statements and all information, documents, books and records of or relating to INII to its satisfaction in its sole discretion;

(e)   the Vendor will provide written notification to the Purchaser that to the best of the Vendor’s knowledge and each Principal’s knowledge, no Material Adverse Change shall have occurred since December 31, 2006;

(f)   the Purchaser shall, in its sole discretion, have reached a satisfactory point in discussions with Canada Revenue Agency and the Ontario Ministry of Finance in respect of the outstanding corporate taxes of INII;

(g)   the Purchaser shall have received unaudited financial statements showing results of operations from January 1, 2007 through March 31, 2007;

(h)   the Purchaser shall have received a list of accounts receivable, accounts payable and cash balance of INII as of May 11, 2007;

(i)   the Vendor, Xxxxxx Xxxxxxxxx, Xxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, PricewaterhouseCoopers Inc., Xxxxxxx Xxxxxxxx, INII, the Purchaser and Cornell Capital Partners LLP shall have executed full, final and mutual releases in respect of all matters including, but not limited to, those which are the subject of the civil litigation currently proceeding in the Ontario Superior Court of Justice in form and content satisfactory to the Vendor and the Purchaser;

(j)   the Purchaser shall have received the opinion of Xxxxxx Xxxxxxx LLP with respect to validity and enforceability of the Security, in a form satisfactory to the Purchaser;

(k)   execution and delivery by the Vendor of an Assignment in the form attached hereto as Schedule 1.1(a);

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(l)   execution and delivery by each of Xxxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx of Non-Competition and Non-Solicitation Agreements and Transition Services Contracts in the form attached hereto as Schedules 1.1(l) and 1.1(s), respectively; and

(m)   execution and delivery by Vendor of a hold harmless agreement in favour of the Purchaser and INII in form and content acceptable to the Purchaser, in respect of any claims made by Body Plus Nutritional Products Inc. or Xxxxxx Xxxxxxxx in connection with the Distribution Agreement and the actions of the parties thereunder prior to the Closing Date.

3.2 VENDOR’S CONDITIONS

The obligation of the Vendor to complete the Closing is subject to fulfilment of the following conditions:

(a)   the Purchaser shall have completed all necessary steps and all necessary proceedings shall have been taken to authorize the transactions contemplated hereby;

(b)   the Purchaser shall have performed and complied with all of the terms, covenants and conditions to be performed or complied with by it at or prior to the Closing Time on the Closing Date including the payment of the Purchase Price in accordance with Section 2.2;

(c)   the parties to the Transaction Agreements, other than the Vendor, shall have executed and delivered the Transaction Agreements to the Vendor;

(d)   the Vendor, Xxxxxx Xxxxxxxxx, Xxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, PricewaterhouseCoopers Inc., Xxxxxxx Xxxxxxxx, INII, the Purchaser and Cornell Capital Partners LLP shall have executed full, final and mutual releases in respect of all matters including, but not limited to, those which are the subject of the civil litigation currently proceeding in the Ontario Superior Court of Justice in form and content satisfactory to the Vendor and the Purchaser;

(e)   execution and delivery by the Vendor of an Assignment in the form attached hereto as Schedule 1.1(a);

(f)   execution and delivery by each of Xxxxxx Xxxxxxxxx, Xxx Xxxxxxxxx and Xxx Xxxxxxxxx of Non-Competition and Non-Solicitation Agreements and Transition Services Contracts in the form attached hereto as Schedules 1.1(l) and 1.1(s), respectively;

(g)   delivery of a certified cheque or wire transfer payment to the Vendor in the amount of THIRTY-FIVE THOUSAND CANADIAN DOLLARS (CDN$35,000) from PricewaterhouseCoopers Inc. as an authorized distribution pursuant to the Indebtedness; and

(h)   execution and delivery by the Purchaser of a hold harmless agreement in favour of the Vendor and Xxx Xxxxxxxxx, in form and content acceptable to the Vendor, in respect of any claims made by Body Plus Nutritional Products Inc. or Xxxxxx Xxxxxxxx in connection with the Distribution Agreement and the actions of the parties thereunder after the Closing Date.

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ARTICLE 4- REPRESENTATIONS AND WARRANTIES

4.1  REPRESENTATIONS AND WARRANTIES OF VENDOR

The Vendor represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying upon the following representations and warranties in connection with the transactions contemplated hereby:

(a)   The Vendor has the corporate power and capacity to enter into this Agreement, and to perform its obligations hereunder, and any other instruments delivered pursuant hereto. This Agreement and each other instrument required to be delivered by the Vendor hereunder has been, or will as of the Closing Time be, duly authorized, executed and delivered by the Vendor and is a valid and binding obligation of the Vendor enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors’ rights generally, and the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court. Each action required to be performed by the Vendor hereunder has been duly authorized by the Vendor and, as applicable, its shareholders;

(b)   that the Indebtedness of INII is no less than the principal amount and interest described in Schedule “A” of the Assignment;

(c)   that no person, firm or corporation has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, for the purchase or assignment from the Vendor of any or all of the Purchased Assets;

(d)   that the Vendor is not aware of any imperfections in the execution, registration or perfection of the Security; and

(e)   that the Vendor may assign all of its right, title, benefit and interest in and to the Purchased Assets without the consent of INII or any other party.

Except as specifically set out herein, this Agreement is made without representation or warranty whatsoever with respect to the execution, attachment, registration or perfection of any security interest held by the Vendor under the Security, the validity and enforceability of the Security or any priority granted by any principle of law or any statute, including the Personal Property Security Act (Ontario), to any competing security interests over the Security.

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4.2  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Vendor as follows and acknowledges that the Vendor is relying upon the following representations and warranties in connection with the transactions contemplated hereby:

(a)   The Purchaser has the corporate power and capacity to enter into this Agreement, and to perform its obligations hereunder, and any other instruments delivered pursuant hereto. This Agreement and each other instrument required to be delivered by the Purchaser hereunder has been, or will as of the Closing Time be, duly authorized, executed and delivered by the Purchaser and is a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors’ rights generally, and the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court. Each action required to be performed by the Purchaser hereunder has been duly authorized by the Purchaser and, as applicable, its shareholders; and

(b)   All rights of Bio-One Corporation in respect of INII, the Vendor, Xxx Xxxxxxxxx, Xxx Xxxxxxxxx and Xxxxxx Xxxxxxxxx are fully and irrevocably vested in the Purchaser.

4.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

All representations, warranties and covenants contained in the Agreement, in any certificates or other document delivered by any of the parties hereto pursuant to the provisions of the Transaction Agreements, or otherwise with respect to the Transaction Agreements and the transactions contemplated herein or therein, shall survive the Closing and, notwithstanding such the completion of such transaction, or any investigation made by or on behalf of a Party, all representations and warranties of the Parties shall continue in full force and effect for the benefit of the Party to which such representations and warranties are made for a period of two (2) years from the Closing Date.

ARTICLE 5 - COVENANTS OF THE VENDOR

5.1 PREPARATION AND DELIVERY OF FINANCIAL STATEMENTS

(a)   The Vendor and Purchaser acknowledge that Xxxxxxx Xxxxxx LLP has prepared audited financial statements of INII for its fiscal years ending in 2005 and 2006 in accordance with generally accepted accounting principles consistently applied in accordance with United States accounting standards (the “Financial Statements”), which have been delivered as of the date hereof.

(b)   The Purchaser acknowledges and agrees that any letter, certificate, e-mail or other document executed, delivered or presented by the Vendor or Xxxxxx Xxxxxxxxx to Xxxxxxx Xxxxxx LLP or the Purchaser in connection with the preparation and delivery of the Financial Statements shall not be deemed to be a representation or warranty of the Vendor or Xxxxxx Xxxxxxxxx with respect to the business of INII, or any other matter, upon which the Purchaser and/or any related or affiliated party has relied for the purposes of entering into the Transaction Agreements. Provided, however, that this provision shall not be construed as releasing, relieving or waiving any liability of the Vendor arising from any false statements knowingly made by the Vendor in a letter dated April 2, 2007 to Xxxxxxx Xxxxxx LLP in respect of the Financial Statements.

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(c)   The Vendor acknowledges and agrees that any letter, certificate, e-mail or other document executed, delivered or presented by the Purchaser or Xxxx Xxxxxxx to Xxxxxxx Xxxxxx LLP or the Vendor in connection with the preparation and delivery of the Financial Statements shall not be deemed to be a representation or warranty of the Purchaser or Xxxx Xxxxxxx with respect to the business of INII, or any other matter, upon which the Vendor has relied for the purposes of entering into the Transaction Agreements. Provided, however, that this provision shall not be construed as releasing, relieving or waiving any liability of the Purchaser arising from any false statements knowingly made by the Purchaser in a letter dated April 2, 2007 to Xxxxxxx Xxxxxx LLP in respect of the Financial Statements.

5.2 COMPLIANCE WITH CLOSING CONDITIONS

The Vendor shall take all commercially reasonable steps to satisfy the closing conditions set out in Section 3.1 hereof.

5.3 ACCESS

The Vendor and the Purchaser acknowledge that the Vendor has provided the Purchaser with reasonable opportunity and access to investigate the financial condition and operations of the business of INII. Such investigation may include, but is not limited to, a review of financial and business records and accounting practices relating to INII’s business, the validity of patents or other intangible property held by INII and contracts between INII and third parties including, but not limited to, employment contracts and leases. The Vendor has caused INII, including PricewaterhouseCoopers Inc., as private receiver of INII, to cooperate with the Purchaser with respect to the investigation and, in that regard, the Purchaser will, upon reasonable notice, have access during normal business hours to the facilities, books, records, documents and personnel of INII.

5.4 FURTHER ASSURANCES

(a)   The Vendor shall promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such further acts, documents and things as the other parties hereto may require, acting reasonably, from time to time for the purpose of giving effect to this Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement.

(b)   Following Closing, the Vendor hereby agrees to make, do and execute or cause to be made, done and executed, all such further assurances, acts, assignments, transfers, deeds and other documents as the Purchaser may reasonably request, including assignments of the Security registered under the Personal Property Security Act, R.S.O. 1990, c. P. 10 (Ontario) (the “PPSA”) in order to more effectively assign the Purchased Assets and to otherwise carry out the true intent and meaning of this Agreement.

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ARTICLE 6- INDEMNIFICATION

6.1  INDEMNIFICATION BY PARTIES

The parties shall indemnify each other from and against all losses, costs, damages, expenses and liabilities, including legal fees (the “Claims”), which may be suffered or incurred by them arising out of, as a result of or relating in any manner whatsoever to any misrepresentation or breach of representation or warranty or covenant made by the other in this Agreement, which indemnification shall continue in full force and effect for the benefit of the indemnified party for the periods set forth in Section 4.3 and shall be limited to the amount of the Purchase Price paid to the Vendor by the Purchaser. The foregoing obligation to indemnify shall constitute the exclusive remedy of either party for any breaches of this Agreement subject to the limitation that the indemnifying party shall not be required to pay any such amount until the aggregate of such Claims exceeds Fifty Thousand Canadian Dollars (CDN$50,000) and, upon the aggregate of such Claims exceeding Fifty Thousand Canadian Dollars (CDN$50,000), the indemnifying party shall be required to pay the amount owing in respect of all such claims, including the Fifty Thousand Canadian Dollars (CDN$50,000).

6.2  THIRD PARTY CLAIMS

If any legal proceedings shall be instituted or any claim is asserted by any third party in respect of which a party may be entitled to indemnity hereunder, the indemnified party shall give the indemnifying party written notice thereof. The indemnifying party shall have the right, at its option and expense, to control the defence of such a proceeding or claim, including the negotiation or settlement thereof, provided that (i) the indemnifying party shall not settle such a proceeding or a claim except with the prior written consent of the indemnified party, such consent not to be unreasonably withheld, (ii) the indemnifying party shall not permit any right of appeal in respect of any such proceeding or claim to terminate except with the prior written consent of the indemnified party, (iii) the indemnifying party shall keep the indemnified party fully advised with respect to such claim or proceeding (including supplying copies of all documentation promptly as it becomes available) (iv) the indemnifying party shall defend such proceeding or claim in a manner consistent with the manner in which a reasonably prudent person would conduct such defence; and (vi) no liability of the indemnified party shall be incurred in the course of the defence or settlement of such proceeding or claim.

6.3  SURVIVAL OF INDEMNIFICATION

Where an indemnified party makes a written claim or claims pursuant to Article 6 within the time period applicable to such claim or claims, the right to indemnification in respect of such claim or claims shall continue in full force and effect until the claim is finally settled or adjudicated and all payments to be made in respect of any settlement or adjudication have been made.

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ARTICLE 7 - CONFIDENTIALITY

Except as required by law, the Vendor and Purchaser shall maintain all information received from the other strictly in confidence and not disclose to any person or make public or authorize the disclosure of any such information and not use such information for any purpose except for the purpose contemplated by this letter unless: (i) the specific information is now or hereafter publicly disclosed other than as a result of breach of this provision; (ii) the specific information was in the possession of the disclosing party prior to the disclosure by the disclosing party; (iii) the specific information is hereafter disclosed to the disclosing party by a third party having no obligation of confidentiality with regard to the information; or (iv) the specific information is independently generated by the disclosing party without the use and not as a consequence of the disclosure by the other party. If this Agreement is terminated, each Party must immediately return to the other all confidential information that was furnished to it by the other, without retaining any copy thereof.

Each party hereby acknowledges that a breach of this Article 7 could cause irreparable harm and significant injury that may be difficult to ascertain. Accordingly, each party agrees that the other will have the right to seek and obtain immediate injunctive relief to enforce obligations under this Article 7 in addition to any other rights and remedies it may have.

ARTICLE 8 - GENERAL

8.1  APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

8.2  ASSIGNMENT

This Agreement may not be assigned without the prior written consent of the Parties hereto.

8.3  ENUREMENT

This Agreement shall extend to and enure to the benefit of the Vendor and Purchaser, and their successors and permitted assigns and shall be construed as including the parties’ legal representatives, successors and assigns, to and upon all of whom this Agreement shall extend and be binding.

8.4  NUMBER, GENDER

All nouns and personal pronouns relating thereto shall be read and construed as the number and gender may require and the verb shall be read and construed as agreeing with the noun and pronoun.

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8.5  SEVERABILITY

If any provision hereof is illegal, invalid or unenforceable, such provision shall be deemed to be severed and deleted from this Agreement and such illegality, invalidity or unenforceability shall not in any manner affect the validity or enforceability of the remainder hereof.

8.6  ENTIRE AGREEMENT

This Agreement and the Transaction Agreements constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

8.7  NOTICES

All notices, requests or other communications required or permitted by the terms hereof to be given by the parties hereto to the others of them shall be given by personal delivery, facsimile transmission, electronic mail or by mail delivered or sent to the others of them as follows:

(a)   to the Vendor:   Nescracorp Inc. c/o Xxxxxx Xxxxxx Gervais LLP Ottawa ON K1P 1J9 Attention: Xxxx Xxxxxxxx Facsimile: (000) 000-0000
with a copy to the Vendor’s counsel at:
Xxxxxx Xxxxxx Gervais LLP 1100 - 000 Xxxxx Xxxxxx Xxxxxx XX X0X 0X0 Attention: Xxxx Xxxxxxxx Facsimile: (000) 000-0000 E-mail: xxxxxxxxx@xxxxxxxxx.xxx

(b)   to the Purchaser:   Nartural Nutrition, Inc. Suite 422 000 Xxxxx Xxxx Xxx Xxxx Xxxxxxx, XX 00000
with a copy to the Purchaser’s counsel at:   XxXxxxxx Xxxxxxxx LLP 0000-00 Xxxxx Xxxxxx Xxxxxx XX X0X 0X0 Attention: Xxxxxxxx Xxxxxxxxxx Facsimile: (000) 000-0000 E-mail: xxxxxxxxxxx@xxxxxxxx.xx

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or at such other address or facsimile transmission number as may be given by any of them to the others in writing from time to time. All such notices, requests or other communications shall be deemed to have been received when delivered or transmitted, or, if mailed, five (5) Business Days after the date of mailing thereof.

8.8  ANNOUNCEMENTS

Any public announcement or press release with respect to this Agreement by any party shall be submitted in advance for the comments of the other parties hereto. No public announcement or press release with respect to this Agreement shall be made by any party without the prior written approval of the other parties hereto, except as may be required in order for the parties hereto to comply with any applicable securities laws.

8.9  COUNTERPARTS AND FACSIMILE

This Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument. Counterparts may be executed either in original or faxed form and the parties adopt any signatures received by a receiving fax machine as original signatures of the parties.

8.10  FEES AND EXPENSES

The Parties hereto shall be responsible for their own costs and expenses in connection with the transactions contemplated hereby. INII shall bear the costs associated with the preparation of the Financial Statements and shall continue to pay the costs of PricewaterhouseCoopers Inc. in its capacity as private receiver of INII.

(the remainder of this page has been left blank intentionally)

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IN WITNESS WHEREOF the Parties have executed this Purchase Agreement as of the day first above written.

NESRACORP INC.

Per:

/s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Treasurer

I have authority to bind the corporation.

NATURAL NUTRITION, INC.

Per:

/s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx

Title: Chief Executive Officer

I have authority to bind the corporation.

Per: N/A

N/A                                                  

Name: N/A

Title: N/A

I have authority to bind the corporation.

Purchase Agreement  SIGNATURE PAGE

SCHEDULE 1.1(A)

Assignment and Conveyance

Purchase Agreement Schedules

Schedule 1.1(L)

Non-Competition and Non-Solicitation Agreements

Purchase Agreement Schedules

SCHEDULE 1.1(S)

Transition Services Contracts

Purchase Agreement Schedules