0001193125-08-174100 Sample Contracts

NON-COMPETITION AGREEMENT
Non-Competition Agreement • August 12th, 2008 • KI NutriCare, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California

This Non-Competition Agreement (this “Agreement”) is made and entered into as of August 8, 2008, by and between KI NutriCare, Inc. (“Parent”) and Dr. Stephen A. Levine, an individual (“Seller”).

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EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT
Consulting Agreement • August 12th, 2008 • KI NutriCare, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California
EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2008 • KI NutriCare, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 8th day of August 2008 by and between Allergy Research Group, Inc., a Florida corporation (the “Company”), and Manfred Salomon (the “Executive”).

AGREEMENT AND PLAN OF MERGER by and among KI NUTRICARE, INC. LONGHORN ACQUISITION CORP. AND ALLERGY RESEARCH GROUP, INC. DATED AS OF AUGUST 8, 2008
Agreement and Plan of Merger • August 12th, 2008 • KI NutriCare, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

Agreement and Plan of Merger (this “Agreement”), dated as of August 8, 2008, among KI NutriCare, Inc., a New York corporation (“Parent”), Longhorn Acquisition Corp., a Florida corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Allergy Research Group, Inc., a Florida corporation (the “Company”).

MUTUAL NONDISCLOSURE AGREEMENT
Mutual Nondisclosure Agreement • August 12th, 2008 • KI NutriCare, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California

This Mutual Nondisclosure Agreement (the “Agreement”) is made as of March 12, 2008 (the “Effective Date”) by and between Kikkoman Corporation (“Kikkoman”), a Japanese corporation and Allergy Research Group, Inc. (“Company”), a Florida corporation.

EMPLOYMENT AGREEMENT
Employment Agreement • August 12th, 2008 • KI NutriCare, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this day of August 2008 by and between Allergy Research Group, Inc., a Florida corporation (the “Company”), and (the “Employee”).

TENDER AND SUPPORT AGREEMENT
Tender and Support Agreement • August 12th, 2008 • KI NutriCare, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York

This TENDER AND SUPPORT AGREEMENT (this “Agreement”), is dated as of August 8, 2008, by and between KI NutriCare, Inc., a New York corporation (the “Parent”), and (the stockholders listed on the signature pages hereto (each a “Stockholder” and collectively, the “Stockholders”).

FIRST AMENDMENT TO LEASE
Lease • August 12th, 2008 • KI NutriCare, Inc. • Wholesale-drugs, proprietaries & druggists' sundries

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made and entered into as of August 8, 2008, by and between ARI BEN CORPORATION, a California corporation, (“Landlord”), and ALLERGY RESEARCH GROUP, a Florida corporation (“Tenant”).

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