Exhibit 10.1

                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT ("Agreement") effective as of the 28th day of
May,  2008, by and between  ALTERNECARE  HEALTH  PRODUCTS,  INC.  ("Seller"),  a
Florida corporation, and CAVIT SCIENCES, INC. ("CAVIT"), a Florida corporation.

                              W I T N E S S E T H:

     WHEREAS,  Seller  desires  to sell and CAVIT  desires to  purchase  certain
assets of the Seller comprising  Seller's supplement line and know how regarding
the Seller's supplement line.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
representations and warranties contained in this Agreement, the parties hereunto
agree as follows:

SECTION 1. SALE AND PURCHASE OF ASSETS.

     1.1  TRANSFER OF ASSETS.  Upon the terms and subject to the  conditions  of
this Agreement, CAVIT, will at the Closing (as hereinafter defined) acquire from
Seller the following assets (collectively, the "Assets"):

     (a)  Inventory (see attached Exhibit A);

     (b)  Promotional materials, displays and exhibits (see attached Exhibit A);

     (c)  Customer lists;

     (d)  Existing relationships with manufacturers and customers;

     (f)  Trademark (see attached Exhibit A); and

     (g)  Website(see attached Exhibit A)

     1.2  EXCLUDED  ASSETS.  No assets will be  transferred  to CAVIT  except as
provided in Section 1.1 above.

SECTION 2. NO ASSUMPTION OF LIABILITIES.

     From and after the  Closing,  CAVIT  shall not assume nor be liable for any
liabilities of Seller, whether contingent or otherwise,  and whether or not such
liabilities  are  reflected on the books or records of Seller on the date hereof
or on the Closing Date.

SECTION 3. PURCHASE PRICE.

     3.1 THE PURCHASE  PRICE.  The purchase price to be paid by CAVIT for all of
the Assets (the  "Purchase  Price") will be one hundred fifty  thousand  dollars
($150,000) comprised of the following:

     -    $50,000.00 as a note payable (see attached Exhibit C):
<PAGE>
     -    $100,000.00  in CAVIT  Stock in the form of 250,000  CAVIT  restricted
          common shares valued at $.40 per share.

     Upon the  execution  of this  Agreement,  CAVIT shall  execute a consulting
agreement with Ismael Gonzalez  ("Gonzalez") (see attached Exhibit D) for agreed
upon  services by the parties on behalf of CAVIT in the amount of $2,000 a month
for an  initial  term of 6  months.  $1,000  will be  paid  to  Gonzalez  at the
beginning  of each of the six months and $6,000  will be paid to Gonzalez at the
end of the  six  month  period.  Prior  to the  six  month  anniversary  of this
Agreement,  if additional services are to be provided by Gonzalez for CAVIT, the
parties shall agree upon the terms at that time.

     3.2  ALLOCATION  OF  PURCHASE  PRICE.  The  parties  will  agree  upon  the
allocation of the total Purchase  Price of $150,000.  The parties agree that any
tax returns or other tax information that may be filed with a government  agency
shall be prepared and filed  consistent with such  allocation.  CAVIT and Seller
will upon written request to the other,  provide the requesting party with those
portions of the appropriate Internal Revenue Service forms which may be required
by the  requesting  party in connection  with an  examination  of the requesting
party's tax returns.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF SELLER.

     Seller makes the representations and warranties to CAVIT set forth below.

     4.1 DUE  INCORPORATION.  Seller is a corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Florida.

     4.2  CORPORATE  POWER OF SELLER.  Seller has the full legal right and power
and all authority and approval required to enter into,  execute and deliver this
Agreement and to perform fully its obligations hereunder.  Seller represents and
warrants  that  there are no liens or claims on the  Assets  and that the Assets
have not been pledged or used as security for any debt.

     4.3 DUE AUTHORITY.  Seller has all power and authority  necessary to enable
it to carry out the transactions  contemplated by this Agreement.  The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated by it have been authorized by all necessary corporate action on the
part of Seller.  This  Agreement  is a valid and  binding  agreement  of Seller,
enforceable  against Seller in accordance with its terms.  Neither the execution
and  delivery  of  this  Agreement  by  Seller  nor  the   consummation  of  the
transactions contemplated by this Agreement will violate, result in a breach of,
or constitute a default under,  any agreement or instrument to which Seller is a
party or by which Seller is bound, or any order, rule or regulation of any court
or governmental agency having jurisdiction over Seller.

     4.4 NO CONSENTS.  No  governmental  filings,  authorizations,  approvals or
consents are required to permit Seller to fulfill all of its  obligations  under
this Agreement.

     4.5 NO BREACH.  The execution,  delivery and  performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby  will  not (i)
violate any  provision  of the Articles of  Incorporation  or By-Laws of Seller;
(ii)  violate,  conflict  with or result  in the  breach of any of the terms of,
result in a material modification of, otherwise give any other contracting party
the right to terminate,  or constitute (or with notice or lapse of time or both)
a default  under any  contract or other  agreement  to which  Seller is a party;
(iii)  violate any order,  judgment,  injunction,  award or decree of any court,
arbitrator or governmental  or regulatory body against,  or binding upon Seller,
or upon the properties or business of Seller;  or (iv) violate any statute,  law
or regulation of any jurisdiction applicable to Seller.

                                       2
<PAGE>
     4.6 COMPLIANCE WITH LAWS.  Seller has complied in all material aspects with
all federal, state, county and local laws, ordinances, regulations, inspections,
orders,  judgments,  injunctions,  awards  or  decrees  applicable  to  Seller's
business.

     4.7 ACTIONS  AND  PROCEEDINGS.  There is no  outstanding  order,  judgment,
injunction,  award or decree of any court,  governmental  or regulatory  body or
arbitration  tribunal  against or  involving  the  Seller in  respect  of, or in
connection  with, this  transaction.  There is no action,  suit, claim or legal,
administrative  or  arbitration  proceeding  or, to the best knowledge of Seller
after due  inquiry,  any  investigation  (whether or not the defense  thereof or
liabilities in respect thereof are covered by insurance) pending or, to the best
knowledge of Seller, in respect of or in connection with this transaction.

     4.8 BROKERS' FEES.  Neither seller nor its affiliates have any liability or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the transactions contemplated by this Agreement for which CAVIT could
become liable or obligated.

     4.9 NON-COMPETE CLAUSE.  Seller agrees not to compete with CAVIT during the
term of three  years  from the date of this  Agreement.  Seller  agrees  that no
activity,  employment,  venture,  business or other pursuit of Seller during the
three year non-compete term shall conflict with Seller's  obligations under this
Agreement or be adverse to CAVIT'S  interests  during the three year non-compete
term.

     SECTION 5.  REPRESENTATIONS  AND WARRANTIES OF CAVIT.  CAVIT represents and
warrants to Seller as follows:

     5.1 DUE  INCORPORATION.  CAVIT is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Florida.

     5.2 CORPORATE POWER OF CAVIT.  CAVIT has the full legal right and power and
all  authority  and  approval  required to enter into,  execute and deliver this
Agreement and to perform fully its obligations hereunder.

     5.3 DUE AUTHORITY. CAVIT has all power and authority necessary to enable it
to carry out the transactions  contemplated by this Agreement. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
by it have been  authorized  by all  necessary  corporate  action on the part of
CAVIT,  including shareholder  approval, if required.  This Agreement is a valid
and binding agreement of CAVIT, enforceable against CAVIT in accordance with its
terms.  Neither the  execution  and delivery of this  Agreement by CAVIT nor the
consummation  of the  transactions  contemplated by this Agreement will violate,
result  in a breach  of,  or  constitute  a  default  under,  any  agreement  or
instrument  to which CAVIT is a party or by which CAVIT is bound,  or any order,
rule or regulation of any court or governmental  agency having jurisdiction over
CAVIT.

     5.4 NO BREACH.  The execution,  delivery and  performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby  will  not (i)
violate any provision of the Articles of Incorporation or By-Laws of CAVIT; (ii)
violate, conflict with or result in the breach of any of the terms of, result in
a material modification of, otherwise give any other contracting party the right
to terminate,  or constitute (or with notice or lapse of time or both) a default
under any contract or other  agreement to which CAVIT is a party;  (iii) violate
any order,  judgment,  injunction,  award or decree of any court,  arbitrator or

                                       3
<PAGE>
governmental  or  regulatory  body against,  or binding upon CAVIT,  or upon the
properties or business of CAVIT; or (iv) violate any statute,  law or regulation
of any jurisdiction applicable to CAVIT.

     5.5 BROKERS' FEES.  Neither CAVIT nor its affiliates  have any liability or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the transactions  contemplated by this Agreement for which the Seller
could become liable or obligated.

SECTION 6. CLOSING ITEMS.

     6.1  CAVIT'S  Deliveries.  At Closing,  CAVIT  shall  deliver to Seller the
following documents:

     (a)  Note payable (see attached  Exhibit C)and  consulting  agreement  (see
          attached Exhibit D) per Section 3.1 above;

     (b)  Letter of  authorization to CAVIT'S transfer agent for the issuance of
          250,000 shares of CAVIT restricted common stock per Section 3.1 above;

     (c)  A  certified  copy of a  resolution  of  CAVIT'S  Board  of  Directors
          authorizing  the  execution  and  delivery of this  Agreement  and the
          purchase of the Assets; and

     (d)  Other purchase documents: all such documents and instruments as Seller
          may  reasonably  request in connection  with the  consummation  of the
          transaction contemplated by this Agreement.

     6.2 SELLER'S  DELIVERIES.  At Closing,  Seller  shall  deliver to CAVIT the
following documents:

     (a)  A Bill of Sale for the Assets in the form of Exhibit B attached hereto
          and incorporated herein by reference, executed by Seller;

     (b)  A copy of a resolution of Seller's Board of Directors  authorizing the
          execution  and  delivery  of this  Agreement  and the  purchase of the
          Assets;

     (c)  Other purchase documents:  all such documents and instruments as CAVIT
          may  reasonably  request in connection  with the  consummation  of the
          transaction contemplated by this Agreement;

     (d)  Executed detailed listing of product inventory, promotional materials,
          displays  and  exhibits,  as agreed upon by the  parties,  for CAVIT'S
          approval;

     (e)  Executed assignment of trademark described in Exhibit A; and

     (f)  Executed  assignment  of domain  rights  and  access  codes of website
          described in Exhibit A.

SECTION 7. INDEMNIFICATION.

     7.1  INDEMNIFICATION  BY SELLER.  Seller shall indemnify,  defend, and hold
CAVIT  and its  representatives,  successors,  and  assigns,  harmless  from and
against any and all damage,  loss,  judgments,  or  liability  and all  expenses
(including  reasonable  attorneys'  fees)  incurred  by any  of the  above-named
persons, resulting from or in connection with:

                                       4
<PAGE>
     (a)  the Assets prior to the Closing Date, or

     (b)  Any material breach by Seller or any  representation  or covenant made
          by Seller in, or any obligation of Seller under this Agreement.

     7.2  INDEMNIFICATION  BY CAVIT.  CAVIT shall  indemnify,  defend,  and hold
Seller and its  representatives,  successors,  and  assigns,  harmless  from and
against any and all damage,  loss,  judgments,  or  liability  and all  expenses
(including  reasonable  attorneys'  fees)  incurred  by any  of the  above-named
persons,  resulting from or in connection  with any material  breach by CAVIT or
any  representation  or covenant  made by CAVIT in, or any  obligation  of CAVIT
under this Agreement.

SECTION 8. TERM AND TERMINATION

     8.1 TERM. This Agreement  shall become  effective on the Effective Date and
shall remain in effect, unless earlier terminated pursuant to this Section 8.

8.2 TERMINATION FOR BREACH.

     (a)  BREACH OF CONSULTING  AGREEMENT OR NOTE. If Ismael  Gonzalez  breaches
          the Consulting Agreement with CAVIT, then such breach shall constitute
          a breach of this Agreement. If CAVIT breaches the $50,000 note payable
          to Seller  ("Note")  by  defaulting  on its payment  terms,  then such
          breach shall constitute a breach of this Agreement.

     (b)  NOTICE.  If either Party believes that the other is in material breach
          of this  Agreement  with  respect to one or more  terms or  conditions
          hereof, then the Party holding such belief (the "Non-breaching Party")
          may  deliver  written  notice of such  breach to the other  Party (the
          "Notified  Party").  The Notified Party shall have thirty (30) days to
          cure such breach to the extent  involving  non-payment  of amounts due
          hereunder,  and thirty  (30) days to either  cure such  breach for all
          other  material  breaches,  or,  if  cure of such  breach  other  than
          non-payment  cannot  reasonably  be effected  within such  period,  to
          deliver to the  Non-breaching  Party a plan  reasonably  calculated to
          cure such breach within a timeframe that is reasonably prompt in light
          of the  circumstances  then prevailing.  Following  delivery of such a
          plan,  the notified Party shall devote  Diligent  Efforts to carry out
          the plan and cure the breach.  For purposes of this Section 8.2(b),  a
          breach by Ismael Gonzalez of the Consulting Agreement with CAVIT shall
          constitute a breach of this  Agreement  and CAVIT shall give the above
          notice  to  Seller  and to Ismael  Gonzalez  and if the  breach of the
          Consulting  Agreement  is not cured  within the above  period of time,
          then CAVIT may take whatever  action it deems  necessary  against both
          Seller and Ismael  Gonzalez in  accordance  with this Section 8 and/or
          the  Consulting  Agreement.  For  purposes of this Section  8.2(b),  a
          breach by CAVIT of the Note by defaulting on its payment  terms,  then
          such breach  shall  constitute a breach of this  Agreement  and Seller
          shall give the above  notice to CAVIT and if the breach of the Note is
          not cured  within  the  above  period of time,  then  Seller  may take
          whatever  action it deems  necessary  against CAVIT in accordance with
          this Section 8 and/or the Note.

     (c)  FAILURE TO CURE. If the Notified Party fails to cure a material breach
          of this Agreement as provided for in Section 8.2(a), the Non-breaching
          Party may  terminate  this  Agreement  either in its  entirety or with
          respect to one or more  Products  upon written  notice to the Notified
          Party.

     8.3 TERMINATION FOR BANKRUPTCY/INSOLVENCY.  Either Party may terminate this
Agreement  (i) if, at any time,  the  other  Party  files in any court or agency
pursuant to any  statute or  regulation  of any state or country,  a petition in

                                       5
<PAGE>
bankruptcy or insolvency or for  reorganization or for an arrangement or for the
appointment  of a receiver or trustee of Party or of its assets,  or (ii) if the
other Party  proposes a written  agreement  of  composition  or extension of its
debts,  or (iii) if the  other  Party is  served  with an  involuntary  petition
against  it,  filed  in any  insolvency  proceeding,  and such  petition  is not
dismissed within sixty (60) days after the filing thereof,  or (iv) if the other
Party proposes or is a party to any  dissolution or  liquidation,  or (v) if the
other Party makes an assignment for the benefit of creditors.

     8.4 SELLER'S  RIGHTS UPON CERTAIN  TERMINATIONS  OF THE  AGREEMENT OR AS TO
CERTAIN ASSETS OR Products.  If Seller  terminates  this  Agreement  pursuant to
Section 8.2 for CAVIT'S material breach of this Agreement,  in whole or in part,
then:

     (a)  REVERTED PRODUCTS. All Assets and Products,  acquired pursuant to this
          Agreement,  shall  thereafter be deemed to be "Reverted  Products" and
          shall  become  the sole  property  of  Seller,  after the  Seller  has
          reimbursed  CAVIT for all  expenditures  disbursed or accrued by CAVIT
          relating to the Reverted Products.

     (b)  TRADEMARK LICENSE. After the applicable termination of this Agreement,
          CAVIT  shall   immediately   discontinue   all  use  of  the  Seller's
          intellectual  property,  including any  trademarks  or service  marks.
          CAVIT shall execute any  documents  required to assign its interest in
          and to seller's intellectual property, and any goodwill that CAVIT has
          acquired or developed in any of the  foregoing,  to Seller,  after the
          Seller has reimbursed CAVIT for all expenditures  disbursed or accrued
          by CAVIT relating to the  intellectual  property and goodwill that has
          been developed.

     (c)  NOTE PAYABLE.  After the  applicable  termination  of this  Agreement,
          Seller shall release CAVIT from any remaining  liabilities  associated
          with the note payable (see attached Exhibit C).

     8.5 CAVIT'S RIGHTS UPON CERTAIN  TERMINATIONS  OF THE  AGREEMENT.  If CAVIT
terminates this Agreement  pursuant to Section 8.2 for Seller's  material breach
of this Agreement, in whole or in part, then:

     (a) ASSETS AND PRODUCTS. All Assets and Products, acquired pursuant to this
Agreement,  shall  thereafter  remain the sole  property of CAVIT and the Seller
shall  release  CAVIT from any remaining  liabilities  associated  with the note
payable (see attached Exhibit C).

     SECTION 9. FURTHER ASSURANCES. The parties shall execute such documents and
other  papers and take such  further  actions as may be  reasonably  required or
desirable to carry out the provisions  hereof and the transactions  contemplated
hereby.  In addition and following the Closing,  CAVIT and Seller shall grant to
the other  reasonable  access to the books and records of the  Business so as to
permit, if necessary,  the filing of tax returns, audits of tax returns or other
bona fide purposes.

SECTION 10. MISCELLANEOUS.

     10.1 NOTICES.  Any notice of other  communication  required or which may be
given  hereunder  shall  be  in  writing  and  shall  be  delivered  personally,
telegraphed,  telexed,  sent by  facsimile  transmission  or sent by  certified,
registered,  or express mail,  postage prepaid and shall be deemed given when so
delivered personally,  telegraphed, telexed or sent by facsimile transmission or
if mailed, four (4) days after the date of mailing, as follows:

                                       6
<PAGE>
If to Seller:       Alternecare Products, Inc.
                    12260 Southwest 53rd St.  Suite 603
                    Cooper City, Florida   33330
                    Attn: Ismael Gonzalez
                    Tel: 561-509-4727

If to CAVIT:        Cavit Sciences, Inc.
                    1600 South Dixie Highway, Suite 500
                    Boca Raton, Florida 33432
                    Attn: Colm J. King, CEO
                    Tel: 561-544-6988
                    Fax: 561-544-6985

Any party may be given notice in  accordance  with this Section if the receiving
party designates  another address or person for receipt of notice hereunder,  in
writing, to the party giving notice.

     10.2 ENTIRE AGREEMENT.  This Agreement  (including the Exhibits hereto) and
any collateral  agreements  executed in connection with the  consummation of the
transactions  contemplated herein contain the entire agreement among the parties
with  respect  to the  subject  matter  hereof  and  related  transactions,  and
supersede all prior agreements, written or oral, with respect thereto.

     10.3  WAIVERS AND  AMENDMENTS.  This  Agreement  may be amended,  modified,
superseded,  cancelled, renewed or extended, and the terms and conditions hereof
may be waived,  only by a written  instrument  signed by the  parties or, in the
case of a waiver, by the party waiving compliance.

     10.4 REMEDIES NOT EXCLUSIVE.  The rights and remedies  herein  provided are
cumulative  and are not exclusive of any rights or remedies  which any party may
otherwise  have at law or in equity.  The rights and remedies of any party based
upon,  arising out of or otherwise in respect of any  inaccuracy in or breach of
any representation,  warranty, covenant or agreement contained in this Agreement
shall in no way be limited  by the fact that the act,  omission,  occurrence  or
other state of facts upon which the claim of any  inaccuracy  or breach is based
may also be the subject matter of any other representation,  warranty,  covenant
or agreement  contained in this Agreement (or in any other agreement between the
parties) as to which there is no inaccuracy or breach.

       10.5 ARBITRATION.  All disputes,  controversies or claims arising out of,
or relating to, this agreement, or the making,  performance or interpretation of
this agreement  among the parties shall be finally and  conclusively  settled by
binding  arbitration.  A party to a dispute may commence an  arbitration  of the
dispute by notifying  the other party to the dispute in writing of its desire to
submit  the  dispute  to  arbitration  and such  dispute  will be  submitted  to
arbitration in accordance with the following:

     (a) The arbitration will be conducted by a single  arbitrator  agreed to by
the  parties,  and if no  agreement  is reached  within 30 days after the notice
which requested the arbitration,  the appointment shall be made, on request of a
party, by the applicable court in the county of Palm Beach, State of Florida.

                                       7
<PAGE>
     (b) The parties  agree that the decision of the  arbitrator,  including any
decision as to costs shall be final and shall not be appealed, provided that the
party prevailing in the arbitration shall be permitted to initiate and prosecute
judicial proceedings to enforce the award of the arbitrator. Each of the parties
hereby  agrees that it shall  submit to the  jurisdiction  of any court in which
such judicial enforcement proceedings are brought.

     (c) Except as expressly provided herein, all arbitrations will be conducted
according to the laws governing commercial arbitrations in the State of Florida.
Any dispute referred to arbitration  will be dealt with on an expeditious  basis
with both  parties  using  all  reasonable  commercial  efforts  to  obtain  and
implement a timely decision of the arbitrator.

     (e) All  costs  of  arbitration  under  this  section  shall be paid by the
parties to the dispute being  arbitrated in such amount and  proportions  as the
arbitrator may determine. If the arbitrator does not make an award of costs, the
parties  shall bear the costs of the  arbitration  equally  and each party shall
bear its own costs.

     (f)  Unless  otherwise  mutually  agreed  by  the  parties,  the  place  of
arbitration shall be Palm Beach County, State of Florida.

     10.6 EXHIBITS.  The exhibits to this Agreement are a part of this Agreement
as if set forth in full herein.

     10.7 HEADINGS.  The headings in this  Agreement are for reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

     10.8  SEVERABILITY.  If any term or  provision  of this  Agreement,  or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
determined by a court of competent  jurisdiction to be invalid or unenforceable,
the remainder of this Agreement or the  application of such term or provision to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable,  shall not be affected  thereby,  and each term and  provision of
this Agreement  shall be valid and enforced to the fullest  extend  permitted by
law.

     10.9  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which when so executed, shall constitute an original copy
hereof,  but all of  which  together  shall  constitute  but  one  and the  same
document.

     10.10 NO  ASSIGNMENT.  Neither this  Agreement nor the Note (see Exhibit C)
may be  assigned  to a third  party,  except by  operation  of law,  without the
written  consent  of  the  non-assigning  parties  which  consent  shall  not be
unreasonably withheld.

     10.11 FURTHER  ASSURANCES.  The parties  shall  execute such  documents and
other  papers and take such  further  actions as may be  reasonably  required or
desirable to carry out the provisions  hereof and the transactions  contemplated
hereby. In addition,  and following the Closing, CAVIT and Seller shall grant to
the other  reasonable  access to the books and records of the  Business so as to
permit, if necessary,  the filing of tax returns, audits of tax returns or other
bona fide purposes.

                                       8
<PAGE>
     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first above written.

Cavit Sciences, Inc.


By: /s/ Colm J. King
   -------------------------------
Name:  Colm J. King
Title: President and CEO
Date:  May 28, 2008


Alternecare Health Products, Inc.


By: /s/ Ismael Gonzalez
   -------------------------------
Name:  Ismael Gonzalez
Title: President
Date:  May 28, 2008

                                       9
<PAGE>
                                    EXHIBIT A

                                 ASSET SCHEDULE

(a)  INVENTORY:

     Palletized  cases  containing  approximately  7,000  containers  of  11  of
     Alternecare's products.

(b)  PROMOTIONAL MATERIALS, DISPLAYS AND EXHIBITS:

     Palletized  items  consisting  of  Alternecare's  product  brochures,   kit
     brochures, test brochures,  counter displays, floor displays,  booklets and
     trade show display booth set up.

(f)  TRADEMARK:

     ALTERNECARE HEALTH PRODUCTS

(g)  WEBSITE:

     www.alternecare.com


                                       A-1
<PAGE>
                                    EXHIBIT B

                                  BILL OF SALE

     KNOW ALL MEN BY THESE PRESENTS that ALTERNECARE  HEALTH  PRODUCTS,  INC., a
Florida corporation ("Seller"),  in consideration of that certain Asset Purchase
Agreement  dated as of May 28, 2008  between  CAVIT  SCIENCES,  INC.,  a Florida
corporation ("Purchaser"),  and Seller (the "Purchase Agreement"), and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged,  has granted,  conveyed,  assigned,  transferred  and delivered to
Purchaser and by these presents does grant, convey, assign, transfer and deliver
to Purchaser,  all of Seller's right, title,  interest and benefit in and to the
Assets (as  defined  in the  Purchase  Agreement)  free and clear of any and all
liabilities,  liens,  encumbrances,   mortgages,  security  interests,  pledges,
restrictions and claims of any kind or nature,  contingent or otherwise,  except
as expressly provided in the Purchase Agreement.

     TO AND TO HOLD the same unto Purchaser, its successor and assigns forever.

     AND  Seller  does,  for  itself  and its  successors  and  assigns,  hereby
represents, warrants, covenants and agrees to and with Purchaser, its successors
and assigns,  that it is the lawful owner of the Assets; that they are free from
any  and  all  encumbrances,  except  as  expressly  provided  in  the  Purchase
Agreement;  that it has good and valid right to bargain, grant, transfer, convey
and deliver the same to Purchaser;  and that it will warrant and defend title to
the Assets,  unto  Purchaser,  its  successors  and assigns,  against the lawful
claims and demands of all persons whomsoever.

     Seller  hereby  constitutes  and appoints  Purchaser,  its  successors  and
assigns, the true and lawful attorney or attorneys of Seller, with full power of
substitution,  in the name of Purchaser or in the name of Seller,  but by and on
behalf of and for the sole benefit of Purchaser,  its successors and assigns, to
demand and receive from time to time any and all of the Assets, and from time to
time to institute and prosecute, in the name of Seller or otherwise, any and all
proceedings  at law, in equity or otherwise  which  Purchaser or its  successors
assigns may deem necessary or desirable in order to receive,  collect, assert or
enforce  any  claim,  right  or title  of any  kind in or to the  Assets  hereby
transferred, assigned and conveyed to Purchaser and to defend and compromise any
and all actions, suits or proceedings in respect thereof and to do all such acts
and things and execute any  instruments in relation  thereto as Purchaser or its
successors  or assigns  shall deem  advisable.  Seller agrees that the foregoing
appointment  made and the powers hereby granted are coupled with an interest and
shall be irrevocable by Seller or by its dissolution or in any manner or for any
reason.

     Seller  covenants  and agrees  that in the event that either (i) any of the
Assets  covered in this Bill of Sale  cannot be  transferred  or  assigned by it
without  the  consent of or notice to a third  party and in respect of which any
necessary  consent or notice has not as of the date of  delivery of this Bill of
Sale been given or obtained,  or (ii) any such Assets are nonassignable in their
nature and will not pass by this Bill of Sale, the beneficial interest in and to
the same will in any event pass to  Purchaser;  and Seller  covenants and agrees
(a) to hold, and hereby declare that it holds, such Assets in trust for, and for
the  benefit of,  Purchaser,  (b) to use all  reasonable  means to obtain and to
secure  such  consent  and give such notice as may be required to effect a valid
transfer or transfers of such Assets,  and (c) to make or complete such transfer
or transfers as soon as reasonably possible.

                                      B-1
<PAGE>
     Seller,  for itself and its successors and assigns,  further  covenants and
agrees  that it will at any time  and  from  time to  time,  at the  request  of
Purchaser,  its successors or assigns,  do, execute and deliver,  or cause to be
done, executed or delivered,  all such further acts, transfers,  assignments and
conveyances,  for the better assuring,  conveying and confirming unto Purchaser,
its successors or assigns,  full right, title, interest and benefit in or to the
Assets as Purchaser, its successors or assigns shall reasonably require.

     All of the terms and  provisions of this Bill of Sale shall be binding upon
Seller  and its  successors  and  assigns  and  shall  inure to the  benefit  of
Purchaser and its successors and assigns.

     IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be signed in its
name by its officer  thereunto  duly  authorized  and its  corporate  seal to be
hereunto affixed as of the 28th day of May 2008.

                                 Alternecare Health Products, Inc.


                                 By: /s/ Ismael Gonzalez
                                    --------------------------------------------
                                    Ismael Gonzalez, President


                                       B-2
<PAGE>
                                    EXHIBIT C

                                      NOTE

                                  MAY 28, 2008

1. BORROWER'S PROMISE TO PAY

     In consideration for the sale, assignment and transfer of certain assets to
the undersigned by Alternecare Health Products, Inc. ("Holder") pursuant to that
certain Asset Purchase  Agreement dated as of May 28, 2008, we ("Maker") promise
to pay U.S. $50,000.00 (this amount is called "principal") and interest,  to the
order of the Holder pursuant to the following terms:

     (1) This  Corporate  Promissory  Note shall bear interest at the rate of 5%
per annum and shall be payable on or before One (1) year from date.

     (2) This  Corporate  Promissory  Note shall be paid with Maker's  available
funds resulting from additional financing or revenue received by Maker. Funds to
pay this Note will be deemed  available  funds if payments toward this Note from
the funds will not, in Maker's opinion, impair the operations of Maker.

2. BORROWER'S RIGHT TO PREPAY

     Maker has the right to make  payments of principal and interest at any time
before  they are due. A payment of  principal  only is known as a  "prepayment."
When Maker tenders a  prepayment,  Maker will tell the Holder in writing that we
are doing so.

3. BORROWER'S FAILURE TO PAY AS REQUIRED

     (A) DEFAULT

     If Maker does not pay the  principal  balance of this Note  pursuant to its
terms, Maker will be in default.

     (B) NOTICE OF DEFAULT

     If Maker is in default,  the Holder may send us a written notice telling us
that if Maker will not pay the overdue  amount by a certain date, the Holder may
require Maker to pay immediately the full amount of principal which has not been
paid.

     (C) PAYMENT OF HOLDER'S COST AND EXPENSES

     If the Holder has required  Maker to pay  immediately  in full as described
above,  the Note  Holder will have the right to be paid back by Maker for all of
its costs and expenses in enforcing  this Note to the extent not  prohibited  by
applicable law. Those expenses include, for example, reasonable attorney's fees.
Notwithstanding the foregoing, in the event that Maker is unable to raise equity
capital in an amount  sufficient to pay this Note in full on the maturity  date,
and Maker has used its best  efforts to raise such  equity  capital,  then Maker
shall execute  appropriate  assignments,  bills of sale, etc. necessary to cause
the assets  acquired from Holder by Maker to become the sole property of Holder,
whereupon  this Note  shall be  cancelled  and no money  shall be due from Maker
hereunder.

                                       C-1
<PAGE>
4. GIVING OF NOTICES

     Unless applicable law requires a different method,  any notice that must be
given to the Maker under this Note will be given by  delivering it or by mailing
it by first class mail to us at 1600 South Dixie Highway, Suite 500, Boca Raton,
Florida 33432.

5. NO RIGHT TO ASSIGN

     Holder may not assign or transfer this Note to any third party.


WITNESS THE HAND OF THE UNDERSIGNED.

Cavit Sciences, Inc.

By: /s/ Colm J. King
   -------------------------------
   Colm J. King, President and CEO


                                       C-2
<PAGE>
                                    EXHIBIT D

                       AGREEMENT TO ENGAGE ISMAEL GONZALEZ
                                  AS CONSULTANT

Ismael  Gonzalez  ("Gonzalez"  or the  "Consultant"),  hereby  submits  to CAVIT
Sciences,  Inc.  ("CAVIT"  or the  "Company')  this  Consulting  Agreement  (the
"Agreement")  outlining the terms pursuant to which Gonzalez would be willing to
act as Consultant.

I.   ENGAGEMENT

     CAVIT  hereby  engages and retains  Gonzalez as  Consultant  to perform the
     Services (as that term is hereinafter  defined) and Gonzalez hereby accepts
     such appointment on the terms and subject to the conditions hereinafter set
     forth and agrees to use his best efforts in providing such services.

II.  INDEPENDENT CONTRACTOR

     Gonzalez shall be, and in all respects be deemed an independent  contractor
     in the performance of his duties hereunder,  any law of any jurisdiction to
     the contrary notwithstanding.

     A.   In relation to any income tax to be paid on the compensation stated in
          this  Agreement,  Gonzalez shall be solely  responsible for making all
          payments on behalf of himself,  including  those  required by law, and
          CAVIT  shall in no event be liable for any debts or other  liabilities
          of Gonzalez.

     B.   Gonzalez shall not, by reason of this Agreement or the  performance of
          the  Services,  be or be deemed to be, an  employee,  agent,  partner,
          co-venturer or controlling person of CAVIT, and Gonzalez shall have no
          power to enter  into any  agreement  on behalf of, or  otherwise  bind
          CAVIT.  Without limiting the foregoing,  Gonzalez shall not enter into
          any contract or commitment on behalf of CAVIT.

     C.   Subject to Section II D hereof,  Gonzalez  shall not have or be deemed
          to have, fiduciary obligations or duties to CAVIT and shall be free to
          pursue,  conduct  and carry on for his own account (or for the account
          of others) such  activities,  employments,  ventures,  businesses  and
          other  pursuits  as  Gonzalez  in its sole,  absolute  and  unfettered
          discretion, may elect.

     D.   Notwithstanding the above, no activity, employment,  venture, business
          or other pursuit of Gonzalez  during the term of this agreement  shall
          conflict  with  Gonzalez's  obligations  under  this  Agreement  or be
          adverse to CAVIT'S interests during the term of this Agreement.

                                       D-1
<PAGE>
III. SERVICES

     Gonzalez  agrees  to serve as  Consultant  to CAVIT and to  provide  and/or
     perform  the  following,   hereafter   collectively   referred  to  as  the
     "Services":

     A.   Assist CAVIT in efforts to advance its lines of  supplement  products,
          provide  guidance,   advice  and  assistance   regarding  the  general
          direction  of the Company  and to provide  advice in regard to CAVIT'S
          goal  of  seeking   contacts   and   introductions   with   supplement
          manufacturers,    distributors    and   customers    and    additional
          business/business  relationships  that  will be of  benefit  to CAVIT.
          Participate,  consult with,  advise and assist CAVIT and/or any of its
          affiliates  in  its  negotiations  in  pursuing  a  form  of  Business
          Combination with CAVIT. As used in this Agreement,  the term "Business
          Combination" shall be deemed to mean any form of merger,  acquisition,
          joint venture,  licensing  agreement,  product sales and/or marketing,
          distribution,  combination and/or consolidation,  etc. involving CAVIT
          and/or any of its affiliates and any other entity. As used herein, the
          term "investment"  shall include the contribution of anything of value
          by a Candidate to CAVIT, its subsidiaries or affiliates.

     B.   Assist  CAVIT  with  its  business  development  by  assisting  in the
          preparation of CAVIT"S  business plan,  marketing plan,  budgets,  and
          various  presentations  relating  primarily  to  the MD  Solution  and
          Alternecare product lines.

     C.   Assist CAVIT with the execution of its marketing and branding plans.

     D.   Gonzalez  shall  devote  such time and  effort,  as the  parties  deem
          commercially  reasonable and adequate under the  circumstances  to the
          affairs of CAVIT to render the  consulting  services  contemplated  by
          this agreement. Gonzalez is not responsible for the performance of any
          services,  which may be rendered hereunder without CAVIT providing the
          necessary  information  in writing prior  thereto,  nor shall Gonzalez
          include  any  services  that  constitute  the  rendering  of any legal
          opinions or performance  of work that is in the ordinary  purview of a
          Certified  Public  Accountant.  Gonzalez cannot  guarantee  results on
          behalf of CAVIT,  but shall pursue all  reasonable  avenues  available
          through  his  network  of  contacts.  At such time as an  interest  is
          expressed  by a third party in CAVIT'S  needs,  Gonzalez  shall notify
          CAVIT and consult with and advise it as to the source of such interest
          and any terms and  conditions of such  interest.  The  acceptance  and
          consumption  of any  transaction is subject to acceptance of the terms
          and conditions by CAVIT in its sole discretion.  It is understood that
          the  compensation  paid  hereunder  is  being  paid by  CAVIT  to have
          Gonzalez remain available to participate  with,  consult with,  advise
          and assist CAVIT on  transactions  on an as-needed  basis,  during the
          term of this Agreement.

                                       D-2
<PAGE>
     E.   In conjunction with the Services, Gonzalez agrees to:

          1.   Make himself  available for telephone  conferences,  meetings and
               work sessions  with the employees and  associates of CAVIT during
               normal  business  hours,  when the  Services  for  CAVIT  are not
               conflicting with Gonzalez's other business ventures.
          2.   Consult with, advise and assist CAVIT'S  management in evaluating
               presentations  and proposals and  participating  in presentations
               with Candidate(s).
          3.   Attend   and   participate   in   meetings   between   CAVIT  and
               manufacturers,  distributors, customer Candidates and other third
               parties as required.
          4.   Assist in development of CAVIT'S distribution channels.

IV.  EXPENSES

     Expenses  incurred by Gonzalez in the  rendering of his services  hereunder
     shall be paid by Gonzalez,  unless authorized by CAVIT, in writing that the
     expenses will be paid by CAVIT, during the term of this Agreement

V.   COMPENSATION

     CAVIT agrees that Gonzalez  shall be entitled to  compensation  as follows:
     Gonzalez shall receive $12,000 per the following schedule:

     $1,000 at the beginning of each month upon execution of this Agreement; and

     $6,000 on the six month anniversary of the execution of this Agreement.

VI.  REPRESENTATIONS, WARRANTIES AND COVENANTS

     A.   Gonzalez acknowledges that by the very nature of his relationship with
          CAVIT he will,  from  time to time,  have  knowledge  of or  access to
          material  non-public  information  (as  such  term is  defined  by the
          Exchange Act) Gonzalez hereby agrees and covenants that:

          1.   Gonzalez  will  utilize his  commercially  reasonable  efforts to
               safeguard and prevent the  dissemination  of such  information to
               third parties  unless  authorized in writing by CAVIT to do so as
               may be necessary in the  performance  of its Services  under this
               Agreement.

          2.   Gonzalez will not, in any way, utilize or otherwise  include such
               information,  in actual form or in  substantive  content,  in its
               analysis for,  preparation of or release of any CAVIT  literature
               or other communication(s)  relating to CAVIT, including,  but not
               limited to: Press Releases, letters to investors and telephone or
               other  personal   communication(s)   with  potential  or  current
               investors.

                                       D-3
<PAGE>
     B.   The execution, delivery and performance of this Agreement, in the time
          and manner  herein  specified,  will not  conflict  with,  result in a
          breach  of, or  constitute  a default  under any  existing  agreement,
          indenture,  or other instrument to which either CAVIT or Gonzalez is a
          party or by which either entity may be bound or affected.

     C.   Both CAVIT and Gonzalez  have full legal  authority to enter into this
          Agreement and to perform the same in the time and manner contemplated.

VII. TERM, TERMINATION AND OPTION

     The term of this  Agreement  shall be for six months from the  execution of
     this Agreement.  Upon  termination of this Agreement,  no further  payments
     shall  be due to  Gonzalez  by  CAVIT.  Prior  to the  termination  of this
     Agreement,  both CAVIT and  Gonzalez  have agreed to discuss the terms of a
     potential relationship between the parties on a continuing basis.

VIII. CONFIDENTIAL DATA

     Gonzalez  shall not  divulge to others,  any trade  secret or  confidential
     information,  knowledge,  or data  concerning or pertaining to the business
     and affairs of CAVIT,  obtained  by Gonzalez as a result of his  engagement
     hereunder,  unless authorized, in writing by CAVIT. CAVIT shall not divulge
     to others, any trade secret or confidential information, knowledge, or data
     concerning or pertaining to the business and affairs of Gonzalez,  obtained
     as a result of its engagement hereunder,  unless authorized, in writing, by
     Gonzalez.

     Gonzalez shall not be required in the  performance of his duties to divulge
     to CAVIT, or any officer,  director, agent or employee of CAVIT, any secret
     or  confidential  information,  knowledge,  or data  concerning  any  other
     person,  firm or entity  (including,  but not limited to, any such  person,
     firm or entity which may be a competitor  or potential  competitor of CAVIT
     which  Gonzalez may have or be able to obtain other than as a result of the
     relationship established by this Agreement.

IX.  OTHER MATERIAL TERMS AND CONDITIONS

     INDEMNITY.  The parties  hereto  agree to provide  indemnification  to each
     other.

     PROVISIONS.  Neither  termination  nor completion of the  assignment  shall
     affect  the  provisions  of  this   Agreement,   and  the   Indemnification
     Provisions, which are incorporated herein, which shall remain operative and
     in full force and effect.

                                       D-4
<PAGE>
     ADDITIONAL INSTRUMENTS. Each of the parties shall from time to time, at the
     request of others, execute,  acknowledge and deliver to the other party any
     and all further  instruments  that may be reasonably  required to give full
     effect and force to the provisions of this Agreement.

     ENTIRE AGREEMENT. Each of the parties hereby covenants that this Agreement,
     together  with the  exhibits  attached  hereto as  earlier  referenced,  is
     intended to and does  contain and embody  herein all of the  understandings
     and agreements, both written or oral, of the parties hereby with respect to
     the  subject  matter  of this  Agreement,  and that  there  exists  no oral
     agreement or understanding or expressed or implied  liability,  whereby the
     absolute,  final and  unconditional  character and nature of this Agreement
     shall  be in any way  invalidated,  empowered  or  affected.  There  are no
     representations, warranties or covenants other than those set forth herein.
     Notwithstanding  anything to the  contrary in this  paragraph,  a breach by
     Gonzalez of this Agreement shall constitute a breach by Alternecare  Health
     Products,  Inc. of the Asset Purchase Agreement with CAVIT (to which a copy
     of this Agreement is attached as Exhibit D).

     DISPUTES.All disputes,  controversies or claims arising out of, or relating
     to, this Agreement,  or the making,  performance or  interpretation of this
     Agreement  among the parties shall be finally and  conclusively  settled by
     binding  arbitration.  The  arbitration  will  be  conducted  by  a  single
     arbitrator, agreed to by the parties, in the county of Palm Beach, State of
     Florida

     ASSIGNMENTS.  The benefits of the Agreement  shall inure to the  respective
     successors  and  assignees  of the  parties  hereto and of the  indemnified
     parties hereunder and their successors and assigns and representatives, and
     the obligations  and  liabilities  assumed in this Agreement by the parties
     hereto  shall be binding  upon their  respective  successors  and  assigns,
     provided that the rights and  obligations of CAVIT under this Agreement may
     not be assigned or delegated without the prior written consent of Gonzalez,
     and any such purported  assignment shall be null and void.  Notwithstanding
     the  foregoing,  Gonzalez  may assign any  portion of his  Compensation  as
     outlined   herein  to  his  employees,   affiliates,   sub-contractors   or
     subsidiaries in his sole discretion.

     ORIGINALS.  This  Agreement may be executed in any number of  counterparts,
     each of which so executed  shall be deemed an original and  constitute  one
     and the same agreement. Facsimile copies with signatures shall be given the
     same legal effect as an original.

     ADDRESSES OF PARTIES. Each party shall at all times keep the other informed
     of its principal  place of business if different  from that stated  herein,
     and shall  promptly  notify the other of any change,  giving the address of
     the new place of business or residence.

                                       D-5
<PAGE>
     MODIFICATION  AND WAIVER. A modification or waiver of any of the provisions
     of this  Agreement  shall be effective only if made in writing and executed
     with the same  formality  as this  Agreement.  The  failure of any party to
     insist upon strict  performance  of any of the provisions of this Agreement
     shall not be construed as a waiver of any subsequent default of the same or
     similar nature or of any other nature.


APPROVED AND AGREED:

Ismael Gonzalez                          Cavit Sciences, Inc.

/s/ Ismael Gonzalez                          /s/ Colm J King
-----------------------------------          -----------------------------------
Ismael Gonzalez                          By:  Colm J King
                                         Its: CEO

     5/28/2008                              5/28/2008
     ---------                              ---------
Date of execution                      Date of execution


                                       D-6