Exhibit 10.9
ASSET PURCHASE AND SALE AGREEMENT
THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") made this ____ day
of September, 2003, by and between BIO-ONE CORPORATION, a corporation organized
and existing under the laws of Nevada with offices at 1630 Winter Springs
Boulevard, Winter Springs, Florida 32708, 32708 ("Bio-One"), PNLABS, INC. a
corporation organized and existing under the laws of Nevada and a wholly owned
subsidiary of Bio-One (the "Purchaser"), and PHYSICIANS NUTRACEUTICAL
LABORATORIES, INC., a corporation organized and existing under the laws of
Florida with offices at 321 Northlake Boulevard, Suite 110, North Palm Beach,
Florida 33408 ("Seller").
W I T N E S S E T H:
WHEREAS, Seller is willing to sell to Purchaser and Purchaser is
willing to buy from Seller, upon the terms and conditions hereinafter set forth,
all right, title and interest of the Seller in and to its Assets (as hereinafter
defined) (such business is hereinafter collectively called the "Seller's
Business"), as more fully set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. DEFINED TERMS
1.1 "DEFINED TERMS" Where used herein or in any amendments hereto, the
following terms shall have the following meanings except as defined otherwise in
this Agreement.
1.2 "ASSETS" means those assets to be conveyed hereunder as more fully
set forth in the attached Schedule A.
1.3 "BUSINESS" means the business operations presently and heretofore
carried on by Seller at its current place of business located at 321 Northlake
Boulevard, Suite 110, North Palm Beach, Florida 33408.
1.4 "BUSINESS DAY" means any day except Saturday, Sunday, or any
statutory holiday in the State of Florida.
1.5 "CLOSING DATE" means the ___ day of September, 2003 or such other
date as may be mutually agreed upon in writing by the parties hereto.
1.6 "PURCHASE DOCUMENTS" means this Agreement and all other agreements,
documents or instruments to be executed in connection with this Agreement.
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2. PURCHASE OF ASSETS AND PURCHASE PRICE
2.1. Assets. Upon the terms and subject to the conditions provided in
this Agreement, Seller shall, at the Closing and as of the Closing Date (as said
terms are hereinafter defined), convey, sell, transfer, assign and deliver to
Purchaser, and Purchaser shall purchase from Seller, all of Seller's right,
title and interest in and to the Products and certain of Seller's assets used in
the conduct of Seller's Business, whether constituting real or personal,
tangible or intangible personal property, and whether or not in the possession
or control of Seller, (hereinafter collectively referred to as the "Assets")
including, but without limitation, all of the Assets shown on the Seller's
Balance Sheet attached hereto as Schedule A. All Assets are to be in good
working condition and the inventory of product in good and saleable condition.
2.2 Liabilities. The Purchaser shall assume no liabilities or other
obligations, commercial or otherwise, of Seller, known or unknown, fixed or
contingent, choate or inchoate, liquidated or unliquidated, secured or unsecured
or otherwise, except for any taxes that may become due on or about the time of
Closing, but not to exceed $1,000.
A. Without in any way limiting the generality of the
foregoing, Purchaser shall not assume any obligation or liability of Seller with
respect to the following (i) any transaction involving Seller occurring after
the Closing Date; (ii) any liability of Seller for federal, state or local
taxes, fees, assessments or other similar charges (including without limitation
income taxes, real estate taxes, payroll taxes and sales taxes); (iii) any
liability for services performed by Seller on or prior to the Closing Date; (iv)
any responsibility of Seller with respect to salary, wages, vacation pay,
savings plans, severance pay, deferred compensation, or other obligations for
the benefit of any employee of Seller, including pension benefits accrued
(vested or unvested), or arising out of their employment through the Closing
Date for which Seller shall be liable; (v) any liability or obligation incurred
in connection with or related to the transfer of the Assets pursuant hereto
including, but not limited to sales taxes, transfer taxes or stamp taxes; (vi)
any liability of any kind whatsoever resulting from the failure of Seller to
comply with the requirements of all applicable building, fire, zoning and
environmental laws, laws relating to occupational health and safety and other
laws applicable to Seller or the conduct of its business; (vii) any liability
under any Assumed Contract to the extent such liability arises out of Seller's
failure to perform its obligations thereunder to the extent performance is due
on or prior to the Closing Date; (viii) any liability of Seller to Seller's
stockholders or their relatives or friends; (ix) any indebtedness of Seller to
any banks or other lending institutions; (x) liabilities in respect of any
pension, profit sharing or other employee benefit plan (as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) of Seller.
2.3 Purchase Price. Purchaser shall pay to Seller for the Assets a
purchase price (the "Purchase Price") of Five Percent (5%) Royalty on all
monthly sales (less sales tax and returns) of PNLabs, Inc. during the ensuing 5
years. This shall be paid monthly in cash. Within five (5) days after the end of
each calendar month after the Closing Date, the Purchaser shall pay to the
Seller a royalty of five percent (5%) of the sales in the immediately preceding
calendar month (such payments are hereinafter collectively referred to as the
"Royalty Payments"). Within five (5) days after the end of each calendar month
after the Closing Date, the Purchaser shall render to the Seller a written
statement, on the amount of Royalty Payment due hereunder and shall set forth
(i) the Purchaser's sales of products during the immediately preceding calendar
month; (ii) the calculation of sales during such calendar month; and (iii) a
calculation of the Royalty Payment due hereunder. Such statement shall be
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accompanied by a check in the full amount of such Royalty Payment. This Royalty
Payment would survive any future sale of PNLabs, Inc. to a third party prior to
the expiration of the five (5) year obligation.
A. Purchase Price Adjustment. The Purchase Price shall be
decreased by the amount, if any, that the "Net Asset Amount" as stated in the
July 31, 2003 Balance Sheet is less than $106,000.00 (the "Purchase Price
Adjustment"). Any Purchase Price Adjustment shall be applied to the next
available Royalty Payment as described in Paragraph 2.3 on a dollar for dollar
basis.
B. Purchaser's Obligations. At the Closing, Purchaser shall
provide payment of $50,000 cash for working capital. In addition, Purchaser
shall provide $1,400,000 for agreed upon marketing programs ("Marketing Program
Investment") All cash payments will be deposited into the newly formed entity
PNLabs, Inc., which in turn, will disburse funds as per this Agreement. The
terms of the Marketing Program Investment would be in the form of a guaranteed
$50,000 per month during September, October, November and December 2003.
In the event that Purchaser defaults on any of the payments in 2003, the Assets
shall revert back to the Seller and the Agreement shall be terminated.
During 2004 the payments would increase to $100,000 per month for 12 months.
The Marketing Program Investment Criteria for 2004 would be based upon PNLabs,
Inc. having achieved its 2003 sales and EBITDA Business Plan goals. Each 60 days
during 2004 the PNLabs, Inc. performance would be compared to its sales and
EBITDA Business Plan goals and the $100,000 investment per month would continue
for so long as PNLabs, Inc. achieved its 2004 sales and EBITDA Business Plan
goals. If PNLabs, Inc. is not achieving its sales and EBITDA Business Plan goals
then Purchaser may, in its sole discretion, elect to reduce or discontinue the
Marketing Program Investment. PNLabs, Inc. will act in good faith to use
reasonable commercial effort to market its products and optimize sales and
EBITDA. A copy of the projected sales and EBITDA is attached as Schedule B.
2.4. Allocation of the Purchase Price. The Purchase Price shall be
allocated amongst the Assets as provided in Schedule A attached hereto, and each
party shall file in a manner consistent therewith (i) the reports required under
Section 1060 of the Internal Revenue Code of 1986, as amended, and (ii) their
respective Federal, state and local tax returns.
3. DOCUMENTS TO BE DELIVERED AT CLOSING
3.1. At the Closing:
A. Seller shall execute and deliver to Purchaser a Bill of
Sale fully executed and in the form of Schedule C attached hereto, conveying,
selling, transferring and assigning to Purchaser all of the Assets free and
clear of any and all defects, liens, encumbrances, charges and equities
whatsoever.
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B. Seller shall execute or endorse and deliver to Purchaser
other duly executed separate instruments of sale, assignment or transfer,
including, but not limited to assignments of contract rights or leases in form
suitable, where appropriate, for filing or recording with the appropriate office
or agency for various items of the Assets or other rights of Seller to be
conveyed hereunder, where, in Purchaser's reasonable judgment, the same are
necessary or desirable in order to vest or evidence title hereto in Purchaser.
C. Purchaser shall pay the Purchase Price for the Assets in
accordance with the terms of Section 2 hereof.
D. Seller shall deliver to Purchaser copies, certified by the
Secretary of Seller, of (i) certificates of good standing in the jurisdiction of
the Seller's incorporation and in each other jurisdiction in which the Seller is
doing or transacting business, and (ii) the written approval of the Board of
Directors certifying that a majority of the stockholders of Seller have
authorized this Agreement and the other agreements and instruments to be
delivered pursuant thereto and the transactions contemplated hereby and thereby.
E. Purchaser shall deliver to Seller copies, certified by the
Secretary of Purchaser, of (i) certificates of good standing in the jurisdiction
of the Purchaser's incorporation and in each other jurisdiction in which the
Purchaser is doing or transacting business, and (ii) the written approval of the
Board of Directors of Purchaser authorizing this Agreement and the other
agreements and instruments to be delivered pursuant thereto and the transactions
contemplated hereby and thereby.
F. Seller shall deliver to the Purchaser all books and records
of the Seller relating to the Seller's Business, the Customers and the Assets.
G. Seller shall deliver to the Purchaser all necessary
consents of third parties to the execution and delivery of this Agreement and
the consummation of the transactions contemplated including, without limitation,
the written consent of the Landlord for the assignment of the Seller's leasehold
obligation at its Business location.
4. CLOSNG. The Closing of the transactions contemplated by this
Agreement, and all deliveries to be made at such time in connection therewith
shall take place at the office of the Seller, such Closing to take place by
delivery of executed counterparts of this Agreement and all other documents,
instruments and certificates required to be delivered by Seller or Purchaser at
the Closing (Said Closing and said date thereof, herein referred to as the
"Closing" and the "Closing Date", respectively). The effective date of this
Agreement shall be the date of execution by the last signatory to this
Agreement.
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5. REPRESENTATIONS AND WARRANTIES BY SELLER.
5.1. Seller represents and warrants to Purchaser as follows:
A. Seller is a corporation duly organized and validly existing
under the laws of the State of Florida. Seller has full power and authority to
own the Assets and conduct its business and that the Assets are owned free and
clear of all liabilities of any kind or nature without any liens or
encumbrances.
B. The execution, delivery and performance of the Purchase
Documents by Seller, and the consummation of the transactions contemplated
hereby, will not with or without the giving of notice or the lapse of time or
both:
(i) violate any provision of law, statute, rule or
regulation to which Seller is subject, (ii) violate any judgment, order, writ or
decree to which Seller is a party or by which it is or may be bound; or
(iii) to the knowledge of Seller, result in the
breach of or conflict with any term, covenant, condition or provision of, or
result in the modification or termination of, or constitute a default under or
result in the creation or imposition of any lien, security interest, charge or
encumbrance upon any of the Assets being purchased hereunder, under the
corporate charter or by-laws or any other agreement, understanding or instrument
to which Seller is a party or by which it is or may be bound or affected.
C. All necessary corporate action has been taken by Seller to
authorize the execution, delivery and performance of the Purchase Documents. The
Purchase Documents have been duly and validly authorized, executed and delivered
by Seller and constitute the valid and binding obligation of Seller enforceable
against it in accordance with their respective terms.
D. All consents and approval required for transferring the
Assets to Purchaser hereunder and for assigning the agreements, including
without limitation all amendments, modifications, and supplements, whether
written or oral ("Agreements") and for performing Seller's obligations under the
Purchase Documents have been obtained or will be obtained. No consent of any
court, governmental agency or other public authority is required as a condition
to the enforceability of the Purchase Documents.
E. Seller has good and merchantable title to all Assets and
acknowledges that the Assets being transferred per Schedule "A" are not
encumbered by any liens or the subject matter of any known or anticipated
litigation.
F. To the best of its knowledge Seller has conducted its
business in compliance with all applicable federal, state and local laws,
regulations and ordinances.
G. Seller has not received any notice that it is infringing
upon the research, development, processes, methods, techniques, inventions, know
how patents, patent rights, trade name, trademarks and service marks of any
other party.
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H. Seller has paid all personal and intangible property taxes
due as a result of the ownership of the assets and there are no amounts due and
owing for personal property or intangible property taxes.
I. There is (and has not been since its inception) no claim,
litigation, action, suit or proceeding, administrative or judicial, pending or
threatened against or affecting Seller, or involving any of the Assets, at law
or in equity or before any foreign, federal, state, local or other governmental
authority, including, without limitation, any claim, proceeding, or litigation
for the purpose of enjoining or preventing the consummation of this Agreement,
or the transactions contemplated hereby, or otherwise claiming this Agreement,
or any of the transactions contemplated hereby or the consummation thereof, is
illegal or otherwise improper, nor to Seller's knowledge is there any basis upon
which any such claim, litigation, action, suit or proceeding could be brought or
initiated. Seller is not (and has not been within the past three years) subject
to or in default under any judgment, order, writ, injunction or decree of any
court or any governmental authority, and no replevins, attachments, or
executions have been issued or are now in force against Seller, except for the
settlement agreement with UPS. No petition in bankruptcy or receivership has
ever been filed by or against Seller.
6. PRESENTATIONS AND WARRANTIES OF PURCHASER
6.1 Purchaser hereby represents and warrants to Seller as follows:
A. Purchaser is a corporation duly organized and validly
existing under the laws of the State of Nevada has full power and authority to
own its property and conduct its business.
B. The execution, delivery and performance of this Agreement,
and the consummation of the transactions contemplated hereby, will not with or
without the giving of notice or the lapse of time or both:
(i) violate any provision of law, statute, rule or
regulation to which Purchaser is subject;
(ii) violate any judgment, order, writ or decree to
which Purchaser is a party or by which Purchaser
is bound; or
(iii) result in the modification or termination of,
or constitute a default under the corporate
charter or by-laws or any other agreement, understanding or instrument to which
Purchaser is a party or by which Purchaser is or may be bound or affected.
C. All necessary corporate action has been taken by Purchaser
to authorize the execution, delivery and performance of this Agreement, and the
consummation of the transaction contemplated hereby. This Agreement has been
duly and validly authorized and is a binding obligation of Purchaser enforceable
against it in accordance with its terms.
D. Purchaser has the necessary funds to fulfill its
obligations under this Agreement through its parent company, Bio-One
Corporation.
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E. There is (and has not been since its inception) no
claim, litigation, action, suit or proceeding, administrative or judicial,
pending or threatened against or affecting Purchaser, or involving any of the
Assets, at law or in equity or before any foreign, federal, state, local or
other governmental authority, including, without limitation, any claim,
proceeding, or litigation for the purpose of enjoining or preventing the
consummation of this Agreement, or the transactions contemplated hereby, or
otherwise claiming this Agreement, or any of the transactions contemplated
hereby or the consummation thereof, is illegal or otherwise improper, nor to
Purchaser's knowledge is there any basis upon which any such claim, litigation,
action, suit or proceeding could be brought or initiated. Purchaser is not
subject to or in default under any judgment, order, writ, injunction or decree
of any court or any governmental authority, and no replevins, attachments, or
executions have been issued or are now in force against Purchaser. No petition
in bankruptcy or receivership has ever been filed by or against Purchaser.
7. CONDITIONS TO THE OBLIGATIONS OF SELLER TO CLOSE
7.1 All obligations of Seller hereunder are, at the option of Seller,s
ubject to the conditions that, at the Closing Date:
A. All representations and warranties made in this Agreement
by Purchaser shall be true and correct as of the Closing Date in all material
respects.
B. Purchaser shall have tendered the required documents and
certificates at the Closing as set forth in Section 3 hereof.
C. The Purchase Price described in Section 2.3 hereof due at
the Closing shall have been paid by Purchaser.
D. All corporate action necessary to authorize (A) the
execution, delivery and performance by Purchaser of this Agreement and any other
agreements or instruments contemplated hereby to which Purchaser is a party and
(B) the consummation of the transactions and performance of its other
obligations contemplated hereby and thereby shall have been duly and validly
taken by Purchaser, and the Seller shall have been furnished with copies of all
applicable resolutions adopted by the board of directors of Purchaser, certified
by the Secretary or Assistant Secretary of Purchaser.
8. CONDITIONS TO THE OBLIGATIONS OF PURCHASER TO CLOSE
8.01 All obligations of Purchaser hereunder are, at the option of
Purchaser, subject to the conditions that, at the Closing Date:
A. All representations and warranties of Seller contained in
this Agreement shall be true and correct as of the Closing Date in all material
respects.
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B. Seller shall have performed all commitments hereunder up to
the Closing Date and shall have tendered the required documents, instruments and
certificates as set forth in Section 3 hereof.
C. No action, suit, proceeding or investigation by or before
any court, administrative agency or other governmental authority shall have been
instituted or threatened to restrain, prohibit or invalidate the transactions
contemplated by this Agreement or which may affect the right of Purchaser to
own, operate or control after the Closing Date the Assets and the Seller's
Business.
D. All corporate action, necessary to authorize (A) the
execution, delivery and performance by the Seller of this Agreement and any
other agreements or instruments contemplated hereby or thereby to which Seller
is a party and (B) the consummation of the transactions contemplated hereby and
thereby shall have been duly and validly taken by Seller, and Purchaser shall
have been furnished with copies of all applicable resolutions of Seller
certified by the Secretary or Assistant Secretary of the Seller.
E. The Seller shall have obtained the approvals, consents and
authorizations of all third parties and/or governmental agencies necessary for
the communication of the transactions contemplated hereby in accordance with the
requirements of applicable laws and agreements.
F. Leases. Seller shall at its own cost and expense assign the
current existing lease to the Purchaser and obtain all required landlord
consents. Any costs assessed by the Landlord in the assignment of the leasehold
obligation shall be borne by Seller. In the alternative, Purchaser may prior to
Closing negotiate a new lease for the premises. In the event that Purchaser is
not able to secure a new lease from the Landlord, Purchaser agrees to indemnify
and hold Seller harmless as a result of any liability arising following the
Closing. Nothing contained herein shall be construed to impose any liability on
the Purchaser for any rental obligations accruing prior to Closing.
G. Employment Agreements. Purchaser shall enter into an
employment agreement with Jeff Gill on terms mutually agreeable to the Purchaser
and the respective party and the said party shall work on a full time basis and
devote his full attention to the business of the Purchaser. A copy of the
employment agreement is attached as Schedule D. Purchaser shall enter into
employment agreements with the four existing employees of Seller.
9. INDEMNIFICATIONS
9.01 Seller agrees to indemnify and hold harmless Purchaser from:
A. Any and all damages or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfillment of any covenants on the
part of Seller under this Agreement.
B. Any and all actions, suits, proceedings, demands,
assessments, judgments, costs, reasonable attorneys fees, expenses incident to
any of the foregoing.
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C. Any and all liabilities as they relate to the personal
property being transferred under this Purchase and Sale Agreement which are not
specifically set forth.
9.02 Purchaser agrees to indemnify and hold Seller harmless from:
A. Any and all damages or deficiencies resulting from any
misrepresentation, breach of warranty or non- fulfillment of any covenant on the
part of Purchaser under this Agreement
B. Any and all actions, suits, proceeding, demands,
assessments, judgments, costs, reasonable attorney's fees and expenses incident
to any of the foregoing.
9.03 Any party having an indemnification claim hereunder (Indemnitee")
shall give the other party ("Indemnitor") prompt notice in writing of any claim
by any third party which gives rise to a claim for indemnification hereunder,
and of any alleged breach of any of the representations and warranties contained
in this Agreement. As to any alleged breach of the representations or
warranties, written notice shall contain a statement setting forth the nature of
the alleged breach or breaches. The Indemnitor shall have thirty (30) days after
the delivery of such notice to cure or contest any such claim by a third party
or any such alleged breach or breaches. At its option, to be exercised within
thirty (30) days of such notice, the Indemnitor may defend against any such
action or proceeding with counsel of its choice, at the Indemnitor's expense, it
being understood, however, that the Indemnitor's designation of counsel shall be
subject to the approval of the indemnitee, which approval shall not be
unreasonably withhold. Additionally, at its own expense the Indemnitee may
participate in any such defense with counsel of its choice. As long as the
defense is being handled by the Indemnitor, the Indemnitee shall not settle any
such claim, action or proceeding without prior written consent of the
Indemnitor, except that if the Indemnitee does elect to settle the matter
without such consent, the Indemnitor shall be released from the terms of this
indemnification. Notwithstanding the foregoing, in the event the Indemnitor
elects not to defend any such claim, action, or proceeding, the Indemnitee may
do so, in which event the Indemnitor shall continue to indemnify the Indemnitee
for any liabilities, losses and damages incurred by the Indemnitee, including
any settlement payments and for the reasonable costs and expenses of this
counsel.
9.04 All indemnifications made herein by Purchaser and Seller shall
survive the closing of this transaction and shall enure to the benefit of the
Purchaser's and Seller's heirs, assigns, agents, principals, members and/or
shareholders.
10. TERMINATION DEFAULT REMEDIES
10.01. Termination. If either Purchaser or Seller materially defaults
in the due and timely performance of any of its warranties, covenants or
agreements or in the event of the failure to satisfy or fulfill any of the
conditions, the non-defaulting party may on the Closing Date give notice of
termination. The notice shall specify the default or defaults upon which the
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notice is based. The termination shall be effective ten (10) days after the
Closing Date, unless the specified default or defaults have been cured on or
before the effective date of the termination.
10.02. Default; Remedies. Notwithstanding Section 10.01, in the event
of a default, the non-defaulting party may seek specific performance of this
Agreement against the defaulting party from a court of competent jurisdiction,
or alternatively, such non-defaulting party may seek damages from the defaulting
party.
10.03. Litigation Costs. If any legal action or other proceeding is
brought for the enforcement of this Agreement or to remedy its breach, the
prevailing party in such action or proceeding shall be entitled to recover its
actual attorney's fees and other costs incurred in the action or proceeding, in
addition to such other relief to which it may be entitled.
11. MISCELLANEOUS.
11.01 This Agreement may not be assigned by Purchaser without the prior
written consent of Seller whose consent shall not be unreasonably withheld.
11.02 Survival or Representations. The representations and warranties
set forth herein shall survive the execution of this Agreement.
11.03 Entire Agreement. This Agreement, together with all documents
incorporated herein by reference constitutes the complete and exclusive
statement of the agreement between the parties hereto and supersedes any and all
prior express or implied agreements or understandings between the parties hereto
concerning the subject matter hereof. No amendment, waiver or other alteration
of this Agreement may be made except by mutual agreement in writing.
11.04 Governing Law and Disputes. This Agreement shall be in all
respects, governed by, construed, and enforced in accordance with the laws of
the State of Florida, including all matters of construction, validity and
performance. Any action to enforce or interpret the terms of this Agreement
shall be instituted and maintained in the state court located in Palm Beach
County, Florida. The Seller hereby consents to the jurisdiction of such court
and waives any objections to such jurisdiction. In any action or proceeding
arising out of this Agreement, the party prevailing in such action shall be
entitled to recover its reasonable attorney's fees and costs.
11.05 Captions. The captions herein are for the convenience of the
parties and are not to be constructed as part of the terms of this Agreement.
11.06 Waiver. Any waiver by either party of any breach of this
Agreement shall not be considered a waiver of any subsequent breach.
11.07 Notices. Any notice or other communication required or permitted
to be given hereunder shall be in writing and mailed by registered or certified
mail, postage prepaid return receipt requested, to the party to whom it is to be
given.
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11.08 Severability: If any term or provision of this Agreement is
determined to be illegal, unenforceable, or invalid in whole or in part for any
reason, such illegal, unenforceable, or invalid provisions or part(s) thereof
shall be stricken from this Agreement and such provision shall not affect the
legality, enforceability, or validity of the remainder of this section, then the
stricken provision shall be replaced, to the extent possible, with a legal,
enforceable, and valid provision that is similar in tenor to the stricken
provision as is legally possible.
11.09 Expenses. Each of the parties hereto shall bear its own expenses
in connection with the transactions contemplated.
11.10 Finders Fees. Neither Seller nor Purchaser has incurred any
liabilities for finders' fees or commission except for the finder's fee that
Purchaser intends to pay to Robert Gartzman.
11.11 Additional Documentation: The parties agree that without the
payment of additional consideration, each party will provide the other with such
information as may be necessary to carry out the terms and conditions of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement
under seal on the day and year first above written.
SELLER:
ATTEST: PHYSICIANS NUTRACEUTICAL LABORATORIES, INC.
____________________ /S/ JEFF GILL
BY: JEFF GILL
ITS: PRESIDENT & CEO
PURCHASER:
ATTEST: PNLABS, INC.
_____________________ /S/ ARMAND DAUPLAISE
BY: ARMAND DAUPLAISE
ITS: CHAIRMAN
PURCHASER:
ATTEST: BIO-ONE CORPORATION
____________________ /S/ ARMAND DAUPLAISE
BY: ARMAND DAUPLAISE
ITS: PRESIDENT & CEO
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