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
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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”).

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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”).

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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.

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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”).

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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”).

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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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