ASSET PURCHASE AGREEMENT By and Among Symco, Incorporated, Symbiotics, Inc. and Quincy Investments Corp.Asset Purchase Agreement • August 9th, 2005 • Naturade Inc • Pharmaceutical preparations • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July , 2005 (“Agreement Date”), by and among Quincy Investments Corp., a Bahamas International Business Company (the “Buyer”), Symco, Incorporated, a Nevada corporation (“Symco”) and Symbiotics, Inc., an Arizona corporation (“Symbiotics” and together with Symco, the “Company”).
INDEPENDENT CONTRACTOR PROPRIETARY INFORMATIONIndependent Contractor Proprietary Information and Inventions Agreement • August 9th, 2005 • Naturade Inc • Pharmaceutical preparations
In consideration of my independent contractor relationship with Naturade, Inc., a Delaware corporation (the “Company”) and my compensation from the Company, I, Douglas Wyatt, hereby agree as follows:
CONSULTING AGREEMENTConsulting Agreement • August 9th, 2005 • Naturade Inc • Pharmaceutical preparations • California
NATURADE, INC. CONSULTING AGREEMENTConsulting Agreement • August 9th, 2005 • Naturade Inc • Pharmaceutical preparations • Florida
TRANSITION AGREEMENTTransition Agreement • August 9th, 2005 • Naturade Inc • Pharmaceutical preparations • California
THIS TRANSITION AGREEMENT (the “Agreement”) is made and entered into as of August 3, 2005 (“Agreement Date”), by and between Naturade, Inc., a Delaware corporation with its principal executive offices located at 14370 Myford Rd. #100, Irvine, California 92606 (“Naturade”), and Symco, Incorporated a Nevada corporation with its principal executive offices located at 2301 West Highway 89A, Suite 107, Sedona, Arizona 86336 (“Symco”), and Symbiotics, Inc., an Arizona corporation with its principal executive offices located at 2301 West Highway 89A, Suite 107, Sedona, Arizona 86336 (“Symbiotics”) (Symco and Symbiotics are collectively referred to herein as the “Company”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 9th, 2005 • Naturade Inc • Pharmaceutical preparations • California
This Trademark License Agreement (“Agreement”) is entered into as of August 3, 2005 by and among Quincy Investments Corp., a Bahamas corporation with its principal executive offices located at 309 Terraces North, 47-111 Vintage Drive East, Indian Wells, California 92210(“Quincy”), Naturade, Inc., a Delaware corporation with its principal executive offices located at 14370 Myford Rd. #100, Irvine, California 92606 (“Naturade”), Symco, Incorporated, a Nevada corporation with its principal executive offices located at 2301 West Highway 89A, Suite 107, Sedona, Arizona 86336 (“Symco”), and Symbiotics, Inc.. an Arizona corporation with its principal executive offices located at 2301 West Highway 89A, Suite 107, Sedona, Arizona 86336 (“Symbiotics”). Quincy and Naturade may be refered to hereinafter individually as “Licensor” and collectively as “Licensors,” and Symco and Symbiotics may be refered to hereinafter individually as the “Licensee” and collectively as the “Licensees.”
GUARANTYGuaranty • August 9th, 2005 • Naturade Inc • Pharmaceutical preparations • Florida
WHEREAS, pursuant to that certain Promissory Note, dated of even date herewith, payable to the order of AGELESS FOUNDATION, INC., a Florida corporation (“Lender”), in the original principal sum of Seven Hundred Thousand and No/100 Dollars ($700,000.00) (the “Loan”), (as the same may be amended, restated, replaced, renewed and modified from time to time, the “Note”) executed by Quincy Investments Corp., a Bahamas corporation (“Quincy”), pursuant to that certain Asset Purchase Agreement, dated as of July 28, 2005, by and among Quincy and Lender, and executed by Naturade, Inc., a Delaware corporation (“Naturade”), pursuant to that certain Assignment and Assumption Agreement, dated of even date herewith, by and among Quincy, Naturade and the Lender, Quincy and Naturade (each of which may be referred to hereinafter individually as “Borrower” and collectively as “Borrowers”) have become jointly and severally indebted, to Lender with respect to the Loan; and
INDEPENDENT CONTRACTOR PROPRIETARY INFORMATIONIndependent Contractor Proprietary Information and Inventions Agreement • August 9th, 2005 • Naturade Inc • Pharmaceutical preparations
In consideration of my independent contractor relationship with Naturade, Inc., a Delaware corporation (the “Company”) and my compensation from the Company, I, Naomi Balcombe, hereby agree as follows:
GUARANTYGuaranty • August 9th, 2005 • Naturade Inc • Pharmaceutical preparations • California
This GUARANTY (“Guaranty”) is executed as of August 3, 2005, by Peter H. Pocklington (“Guarantor”) for the benefit of each of Symco Incorporated, a Nevada corporation (“Symco”) and Symbiotics, Inc., an Arizona corporation (“Symbiotics”). Symco and Symbiotics may referred to hereinafter individually as “Creditor” or collectively as “Creditors.”
