Exhibit 10.1





                              ACQUISTION AGREEMENT





AGREEMENT dated January 21, 2000 by between and among LAREDO INVESMENTS CORP., a
company incorporated under the laws of the state of Nevada (hereinafter referred
to as  "Laredo")  and having an address for  service at 1800 E.  Sahara  Avenue,
Suite  104,  Las  Vegas,   Nevada  89104,  GFR  Nutritionals   Ltd.,  a  company
incorporated  under the laws of the  Province of British  Columbia  (hereinafter
referred  to as the  "Company"'),  having an address  for  service at service at
Suite 1450 - 1075 West Georgia Street Vancouver,  BC, V6E 3C9, and those certain
parties  listed on Exhibit A attached  hereto,  each of whom is a stockholder of
the Company (individually referred to as a "Seller" and collectively referred to
as the "Sellers").

WHEREAS,  the Sellers own a total of 100 common  shares with no par value of the
Company (the "Company  Shares")  which  constitute ONE HUNDRED (100%) percent of
the issued and outstanding common shares of the Company; and

WHEREAS,  the Sellers  desire to sell and Laredo desires to purchase ONE HUNDRED
(100%) percent of the Company Shares;

NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants,   agreements,
representations  and warranties  herein  contained,  the parties hereby agree as
follows:

1. Purchases and Sale

Each Seller  hereby  agrees to sell,  transfer,  assign and convey to Laredo and
Laredo hereby agrees to purchase and acquire from the Sellers the Company Shares
constituting  ONE HUNDRED  (100%)  percent of the issued and  outstanding  share
capital of the Company,  solely in exchange for voting common stock of Laredo as
set forth in Section 2 hereof.

2. Purchase Price

The aggregate purchase price to be paid by Laredo to the Sellers for the Company
Shares shall be  19,000.000  voting common shares with no par value (the "Laredo
Shares") of Laredo,  based on an exchange  ratio of one share of the Company for
190,000 Laredo Shares at a deemed value of US$0.01 per Laredo Share.

3. Closing

(a)  The  Closing  for  the  acquisition  of  the  stock  purchase  contemplated
     hereunder  pursuant to this Agreement (the "Closing")  shall be held at the
     office of Wilson  Danderfer  Banno & Mitchell  on January  28,2000 at suite
     1450, 1075 West Georgia Street,  Vancouver,  British  Columbia,  Canada V6E
     3C9,  or at such other date and time agreed to by the parties in writing on
     two days written notice.

(b)  At the Closing, Laredo will notify its transfer agent to deliver to each of
     the Sellers a  certificate  of the Laredo Shares  evidencing  his ownership
     thereof in  accordance  with the amounts  specified in Exhibit "A" attached
     hereto, free and clear of any liens or


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     Encumbrances of any kind, which  certificate  shall contain the restrictive
     legend specified in Section 19 hereof, and each of the Sellers will deliver
     to Laredo a certificate  evidencing  all of the Company shares owned by him
     together with a stock power, endorsed in blank.

4. Warranties and Representations of the Company and Sellers

In order to induce  Laredo  to enter  into the  Agreement  and to  complete  the
transaction  contemplated  hereby,  the Company and each of the Sellers warrants
and represents to Laredo as of the date hereof and as of the Closing that to the
best of their knowledge:

(a)  Organization  and Standing.  The Company is a corporation  duly  organized,
     validly  existing and in good standing  under the Laws of the Providence of
     British Columbia,  is qualified to do business in British Columbia,  to the
     extent required by the laws of such Providence.  Attached hereto as Exhibit
     "B-1"  is  a  true  and  correct  copy  of  the  Company's  Certificate  of
     Incorporation and Articles and all amendments  thereto.  No changes thereto
     will e made  in any of the  documents  described  in  Exhibit  "B "  before
     Closing.

(b)  Capitalization.  As of the date hereof,  the  Company's  entire  authorized
     equity  capital  consists of 100 common shares with no par value,  of which
     100 common shares are or will be issued and  outstanding as of the Closing.
     As of he  Closing,  there  will be no other  voting  or  equity  securities
     authorized or issued,  nor any authorized or issued securities  convertible
     into voting  stock,  and no  outstanding  subscriptions,  warrants,  calls,
     options,  rights,  commitments  or  agreements by which the Company or each
     Seller is bound,  calling for the issuance of any additional  common shares
     or any other voting or equity  security of the Company.  All of the Company
     shares have been duly authorized, are validly issued and are fully paid and
     non-assessable,  have no pre-emptive  rights, and were issued in conformity
     with any applicable Federal and Provincial  securities laws. The 100 issued
     and outstanding Company shares constitute ONE HUNDRED (100%) percent of the
     equity capital of the Company, which includes ONE HUNDRED (100%) percent of
     voting power,  right to receive  dividends,  when and if declared and paid,
     and the right to receive  the  proceeds  of  liquidations  attributable  to
     common stock, if any.

(c)  Ownership of the Company Shares. As of the date hereof, the Sellers are the
     sole  owners  of the  Company  Shares,  free  and  clear of all  liens  and
     encumbrances.  The Company is not a reporting issuer in British Columbia or
     in any  other  jurisdiction  and  accordingly  the  transfer  of  shares is
     restricted  pursuant to the  Articles  of the  Company  and all  applicable
     securities laws in British Columbia.

(d)  Taxes.  The Company has filed all Federal,  provincial  and local income or
     other  tax  returns  and  reports  that it is  required  to file  with  all
     governmental  agencies,  wherever situate, and has paid or accrued will not
     have a Material  Adverse  Effect on the  Company.  Such  returns  have been
     prepared in accordance  with the  applicable  material tax laws,  rules and
     regulations  thereunder to which the Company is subject and the Company has
     delivered a true and complete copy of all such tax returns to Laredo.

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(e)  No Pending  Actions.  To the best  knowledge  of the  Company  there are no
     material legal actions,  lawsuits,  proceedings or  investigations,  wither
     administrative or judicial, pending or threatened, against or affecting the
     Company,  or against the Company's Officers or Directors arising out of the
     operations  of the Company  that are  reasonably  likely to have a Material
     Adverse  Effect on the  Company.  Neither  the  Company  nor any  Seller is
     subject to any order, writ, judgment,  injunction, decree, determination or
     award  of  any  court,   arbitrator  or  administrative,   governmental  or
     regulatory authority or body.

(f)  Ownership  of Assets.  Except as set forth in Exhibit  "C", the Company has
     good  marketable  title,  without any liens or  encumbrances  of any nature
     whatever,  to all of the  following,  if any:  Its assets,  properties  and
     rights of every type and description,  including,  without limitation,  all
     cash on hand and in banks, certificates of deposit, stocks, bonds and other
     securities,  good will,  customer lists,  real estate and interests therein
     and  improvements  thereto,  machinery,   equipment,  vehicles,  notes  and
     accounts  receivable,  fixtures,  rights under  agreements and leases,  all
     rights and claims under insurance  policies,  rights in receivables,  books
     and  records  and all other  property  and  rights of every kind and nature
     owned or held by the  Company as of this date,  and will  continue  to hold
     such  title  on the  completion  of the  transactions  contemplated  by the
     Agreement;  not,  except in the ordinary  course of its  business,  has the
     Company  disposed  of any such  asset  since  the  date of the most  recent
     balance sheet described in the Company's financial statements.

(g)  No Interest in Suppliers, Customers, Landlords or Competitors.  Neither any
     Seller nor any member of his family has any interest of any nature whatever
     in any supplier,  customer, landlord or competitor of the Company except as
     set forth in Exhibit "D" hereto and excepting shareholders not exceeding 5%
     in publicly traded companies.

(h)  No Debt Owed by the Company to Sellers. Except as set forth in Exhibit "E",
     the Company does not owe any money,  securities,  or property to any Seller
     or any member of his family or to any company  controlled by such a person,
     directly or indirectly.

(i)  Corporate  Records.  All of the  Company's  books  and  records,  including
     without limitation its books of account,  corporate  records,  minute book,
     stock  certificate  books and other records of the Company are  up-to-date,
     complete and reflect  accurately  and fairly the conduct of its business in
     all  material  respects  since  its  date of  incorporation.  All  material
     reports,  returned  and  statements  currently  required to be filed by the
     Company,  with respect to the business and operations of the Company,  with
     any  governmental  agency  have been  filed or valid  extensions  have been
     obtained  in  accordance  with  normal  procedures,  and  all  governmental
     reporting requirements have been complied with.

(j)  Validity of the Agreement.  All corporate and other proceedings required to
     be taken by the  Seller  and by the  Company  in order to enter into and to
     carry out this Agreement have been duly and properly taken.  This Agreement
     has been duly executed by each Seller and by the Company,  and  constitutes
     the valid and  binding  obligation  of each of them,  except to the  extent
     limited by applicable bankruptcy, reorganization, insolvency, moratorium or
     other laws relating to or effecting  generally he  enforcement of creditors
     rights.  The execution and delivery of the  Agreement  will not result,  or
     with the passage of time or notice, will not

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result,  in the breach of any of the terms or  conditions  of, or  constitute  a
default under or violate the Company's Certificate of Incorporation or Articles,
or any material agreement,  lease,  mortgage,  bond indenture,  license or other
material  document or undertaking  oral or written,  to which the Company or the
Sellers are a party or are bound,  not will such execution and delivery  violate
any order,  writ ,  injunction,  decree,  law,  rule or regulation of any court,
regulatory agency or other  governmental body to which the Company or any Seller
is a party or is bound;  and there are no  restrictions  which would prevent the
Company  from  conducting  its  business  after the  Closing  as a  wholly-owned
subsidiary of the Company.

(k)  Enforceability  of the Agreement.  This  Agreement and the Exhibits  hereto
     which are  incorporated  herein and made a part hereof,  when duly executed
     and  delivered,  will be the legal,  valid and binding  obligations  of the
     Company enforceable  according to their terms, except to the extent limited
     by applicable bankruptcy,  reorganization,  insolvency, moratorium or other
     laws  relating to or  effecting  generally  the  enforcement  of  creditors
     rights, and that at the Closing,  Laredo will have acquired title in and to
     the Company Shares free and clear of all claims, liens and encumbrances.

(l)  Access to Books and  Records.  Laredo will have full and free access to the
     Company's  books  during the course of this  transaction  prior to Closing,
     during regular business hours.

(m)  Significant Agreements. The Company is not and will not at Closing be bound
     by any of the following,  other than where already  disclosed  elsewhere in
     this Agreement, unless specifically listed in Exhibit "F" hereto:

     (i)  employment, advisory or consulting;

     (ii) any plan providing for employee benefits of any nature;

     (iii) any lease with respect to any property or equipment;

     (iv) any contract or  commitment  for any future  expenditure  in excess of
          $5,000;


There are no  representations  and  warranties  provided  by the  Company or the
Sellers except as set forth above.


5.   Warranties and Representations of Laredo

In order to induce the Sellers and the Company to enter into this  Agreement and
to complete the transaction  contemplated hereby, Laredo warrants and represents
to the Company and each Seller that:

(a)   Organization and Standing. Laredo is a corporation duly organized, validly
      existing and in good standing  under the laws of the State of Nevada,  and
      has full power and  authority to own and operate  assets,  properties  and
      business.  Attached  hereto as Exhibit "G" is a true and  correct  copy of
      Laredo Certificate of Incorporation,  By-Laws and all amendments

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     thereof.  No changes thereto will be made in any of the documents described
     in Exhibit "G" at or before the Closing.



(b)      Capitalization

     (i)  As of the date  hereof,  Laredo's  entire  authorized  equity  capital
          consists  of  100,000,000  shares of common  stock with a par value of
          $0.01 (the "Common  Stock"),  of which 9,750,000  Shares are currently
          issued and  outstanding.  All of such Laredo's Common Stock issued and
          outstanding at the Closing have been duly  authorized,  validly issued
          and are fully paid and non-accessible,  have not preemptive rights and
          were issued in compliance with all Federal and state  securities laws.
          The relative rights and preferences of Laredo's equity  securities are
          set  forth in  Laredo's  Certificate  of  Incorporation  and  Laredo's
          By-Laws  and nay  amendments  thereto.  There  are no other  voting or
          equity  securities  convertible  into voting stock, and no outstanding
          subscriptions,   warrants,  call,  options,  rights,   commitments  or
          agreements  by which Laredo is bound,  calling for the issuance of any
          additional  shares  of  common  stock or any  other  voting  or equity
          security.

     (ii) The  By-Laws of Laredo  provide  that a simple  majority of the shares
          voting at a  stockholders'  meeting at which a quorum is  present  may
          elect  all  of the  directors  of  Laredo.  Cumulative  voting  is not
          provided  for by the  By-Laws  or  Certificates  of  Incorporation  of
          Laredo.

(c)  Ownership of Laredo  Shares.  By Laredo's  issuance of the Laredo shares to
     the  Sellers  pursuant to this  Agreement,  each Seller will at the Closing
     thereby acquire good, absolute marketable title thereto,  free and clear of
     all liens,  encumbrances,  Regulation 144 and control block restrictions of
     any nature  whatsoever,  except that such Laredo  shares will not have been
     registered  under the 1933 Act and accordingly  certain hold periods may be
     applicable in the United States.

(d)  No  Business.  Laredo  has  never  and will not on the  Closing  have  ever
     conducted  business,   owned  assets,  employed  persons  or  incurred  any
     liabilities  other than  professional fees which are incurred in connection
     with this transaction and will be limited to $2,000, or have been accounted
     for in the Financial Statements of Laredo.

(e)  Significant  Agreements.  Laredo is not and will not at Closing be bound by
     any of the  following,  other than  where  already  disclosed  in any other
     exhibit, unless specifically listed in Exhibit "H" hereto:

     (i)  employment, advisory or consulting contract and has not employees;

     (ii) any plan providing for employee benefits of any nature;

     (iii) any lease with respect to any property or equipment;

     (iv) any contract or  commitment  for any future  expenditure  in excess of
          $1,000;

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     (v)  any  contract  or  commitment   pursuant  to  which  it  has  assumed,
          guaranteed, endorsed, or otherwise become liable for any obligation of
          any other person, firm or organization;

     (vi) any contract,  agreement,  understanding,  commitment or  arrangement,
          other than in the normal  course of business,  not fully  discloses or
          set forth in the Agreement or in Laredo's Financial Statements; or

     (vii)any agreement  with any person  relating to the dividend,  purchase or
          sale of  securities,  that has not been  settled  by the  delivery  or
          payment of securities  when due, and which remains  unsettled upon the
          sate of the execution and delivery of this Agreement.


(f)  Taxes.  Laredo has filed all  federal,  state and local income or other tax
     returns  and  reports  that is  required  to  file  with  all  governmental
     agencies,  whenever  situate,  and has  paid  all  taxes  as  shown on such
     returns.  All of such returns  have been  prepared in  accordance  with the
     applicable tax laws and rules and regulations thereunder to which Laredo is
     subject. To Laredo's knowledge, there is no audit or threat of any audit of
     any tax  return  for any  period,  and  Laredo  knows of no  basis  for the
     assertion of any additional taxes of any king.

(g)  Absence of Liabilities.  At and as of the Closing Date, Laredo will have no
     liabilities of any kind or nature, fixed or contingent,  except for (I) the
     costs,   including  legal  and  accounting  fees  and  other  expenses,  in
     connection  with this  transaction,  for which  Laredo  agrees to be solely
     responsible and to pay in full at or before Closing.

(h)  No  Pending  Actions:  Securities  Issuance.  There are no  material  legal
     actions, lawsuits, proceedings or investigations,  either administrative or
     judicial,  pending or threatened,  against or affecting  Laredo, or against
     any of Laredo's officers or directors and arising out of their operation of
     Laredo  that are  reasonably  likely to have a Material  Adverse  Effect on
     Laredo  and  Laredo has not  violated  any  securities  law,  ordinance  or
     regulation  of any kind  whatever,  including,  but not limited to the 1933
     Act, the 1934 Act, the rules and  regulations of the SEC, or the securities
     laws and regulations of any U.S. state or Canadian province.  Laredo is not
     subject to any order, writ, judgement, injunction, decree, determination or
     aware  of  any  court,  arbitration  or  administrative,   governmental  or
     regulatory  authority  or body.  All of Laredo's  common  stock  issued and
     outstanding  at the Closing will heave been issued in  compliance  with all
     Federal and state securities laws.  Laredo is not an investment  company as
     defined in the securities laws.

(i)  Corporate  Records.  All of Laredo's books and records,  including  without
     limitation,  its books of account,  corporate  records,  minute book, stock
     certificate  books and other records are  up-to-date,  complete and reflect
     accurately and fairly the conduct of its business in all material  respects
     since its date of  incorporation.  All of said  books and  records  will be
     delivered to Laredo's new directors at the Closing.


(j)   No  Misleading  Statements or  Omissions.  Neither this  Agreement nor any
      financial

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<PAGE>


     statement,  exhibit,  schedule or document  attached hereto or presented to
     the Company or the Sellers in connection  herewith  contains any materially
     misleading statement,  or omits any fact or statement necessary to make the
     other statements or facts herein set forth not materially misleading.

(k)  Validity of Agreement.  All corporate and other proceedings  required to be
     taken by Laredo in order to enter into and to carry out this Agreement have
     been duly and properly  taken.  This  Agreement  has been duly  executed by
     Laredo and  constitutes  a valid,  binding and  enforceable  obligation  of
     Laredo,   except  to  the   extent   limited   by   applicable   bankruptcy
     reorganization,  insolvency,  moratorium  or  other  laws  relating  to  or
     effecting  generally the enforcement of creditors rights. The execution and
     delivery of this Agreement will not result, or, with the passage of time or
     notice,  will not result,  in the breach of any of the terms or  conditions
     of, or  constitute  a default  under or  violate  Laredo's  Certificate  of
     Incorporation  or  By-Laws,  or  any  agreement,   lease,  mortgage,  bond,
     indenture,  license or other document or undertaking,  oral or written,  to
     which  Laredo  is a party  or is bound or may be  affected,  nor will  such
     execution,  delivery and carrying out violate any order, writ,  injunction,
     decree,  law, rule or regulation of any court,  regulatory  agency or other
     governmental body.

(l)  Enforceability  of the Agreement.  When duly executed and  delivered,  this
     Agreement and the Exhibits hereto which are incorporated  herein and made a
     part  hereof  are  legal,  valid,  and  enforceable  obligations  of Laredo
     according  to  its  terms,  except  to the  extent  limited  by  applicable
     bankruptcy reorganization, insolvency, moratorium or other laws relating to
     or effecting generally the enforcement of creditors rights, and that at the
     time of such  execution and  delivery,  the Sellers will have acquired good
     marketable title in and to the Laredo Shares acquired pursuant hereto, free
     and clear of all liens and encumbrances.

(m)  Access to Books and Records. The Company and the Sellers will have full and
     free access during regular business hours and on reasonable prior notice to
     Laredo's books and records during the course of this  transaction  prior to
     and at the Closing.

(n)  Laredo's Financial Statements.  At lease 5 days before Closing, Laredo will
     provide the Company and the Sellers with its audited  financial  statements
     for the eight months ended August 31, 1999 and for the years ended December
     31, 1998 and 1997 together with  unaudited  management  prepared  financial
     statement  for the year ended  December  31,  1999 (the  "Laredo  Financial
     Statements").  The Laredo  Financial  Statements  and the notes thereto are
     true,  complete and accurate and fairly  present the  consolidated  assets,
     liabilities and financial  condition of Laredo as at the dates thereof,  in
     accordance  with  generally  accepted  accounting  principles  consistently
     applied  throughout  the  periods  involved.   Laredo  does  not  have  any
     liabilities or obligations of any nature (absolute,  accrued, contingent or
     otherwise) which are not fully reflected in the Laredo Financial Statements
     or otherwise disclosed in this Agreement.

(o)  Laredo's Financial Condition. At the Closing, and after consummation of all
     of the  transactions  contemplated  hereby,  Laredo  will have no  material
     assets or liabilities

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(p)  Directors'  and  Stockholder  Approval.  Promptly  upon the  execution  and
     delivery of this  Agreement,  but in any event,  on or before the  Closing,
     Laredo's Board of Directors, and its shareholders,  if required, by meeting
     or consent,  will have  approved this  Agreement,  and all matter set forth
     herein as conditions  precedent to the  consummation  by the Sellers of the
     Closing hereunder.

(q)  Consents. Except as described in Section 9 hereof, no consent of any person
     is necessary to the consummation of the transaction contemplated hereby.

(r)  No  Brokers.  No broker,  finder or  investment  broker is  entitled to any
     brokerage,  finder's or other fee or commission  in connection  with any of
     the transactions contemplated by this Agreement.


6.   Survival of Terms

All of the terms and condition of this Agreement,  together with the warranties,
representations  and covenants contained herein or in any instrument or document
delivered to or to be delivered  pursuant to this  Agreement,  shall survive the
execution of this Agreement and the Closing,  notwithstanding  any investigation
heretofore  or  hereafter  made by or on behalf of any party  hereto;  provided,
however, that (a) the agreements and covenants set forth in this Agreement shall
survive and continue  until all  obligations  set forth  therein shall have been
performed  and  satisfied;  and (b) all  representations  and  warranties  shall
survive and  continue  for a period of 12 months  from the  Closing  Date unless
within  such 12 month  period,  except for  claims,  notice of which is given in
writing within such 12 month period by Laredo or the Vendors as the case may be,
to the other specifying the nature of the claim and quantifying the amount.


7.   The Laredo Shares and the Company Shares

All of the Laredo Shares and the Company Shares shall be validly  issued,  fully
paid and non-accessible  shares of Laredo's and the Company's  respective Common
Stock,  with full  voting  rights,  dividend  rights,  and right to receive  the
proceeds of liquidation,  if any, as set forth in the respective Certificates of
Incorporation.


8.   Conditions Precedent to Closing by the Sellers

Each and every  obligation of Laredo under this  Agreement to be performed on or
before  the  Closing  shall be  subject  to the  satisfaction,  on or before the
Closing,  of each of the following  conditions,  unless waived in writing by the
Sellers:

(a)  Representations  and Warranties True. The representations and warranties of
     Laredo  contained  in this  Agreement  and in all  certificates  and  other
     documents  delivered and to be delivered by Laredo to the Sellers  pursuant
     hereto or in connection with the transactions  contemplated hereby shall be
     in all material respects true and accurate as of the date when

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Made and at and as of the closing as though such  representations and warranties
were made at and as of such date;

(b)  Performance:  Laredo shall have performed and complied with all agreements,
     obligations  and  conditions  required by this Agreement to be performed or
     complied with by it on or prior to the Closing;

(c)  Board Of Director and  Shareholder  Approval.  Laredo's  Board of Directors
     and,  if  required  by  law,  its  shareholders  shall  have  approved  the
     transactions contemplated by this Agreement,  including the Reorganization,
     in the manner required by applicable state law;


(d)  No Governmental Proceeding or Litigation.  No suit, action,  investigation,
     inquiry or other  proceeding  by any  governmental  body or other person or
     legal or administrative proceeding shall have been instituted or threatened
     which challenges the validity or legality of the transactions  contemplated
     hereby;

(e)  Proceedings.   All   proceedings  to  be  taken  in  connection   with  the
     transactions  contemplated  by this Agreement by Laredo,  and all documents
     incident thereto, shall be reasonably satisfactory to the Sellers and their
     counsel,  and the Sellers shall have received a true,  correct and complete
     copy of all such  documents as the Sellers or their counsel may  reasonably
     request in order to establish the consummation of such transactions and the
     taking of all proceedings in connection therewith;

(f)  Certificates/Statutory   Declarations.  Laredo  shall  have  furnished  the
     Sellers with such  certificates/statutory  declarations  of its officers to
     evidence the compliance  with the conditions set forth in this Agreement as
     may be reasonably requested by the Sellers.

9. Conditions Precedent to Closing by Laredo

Each and every obligation of the Sellers and the Company under this Agreement to
be performed on or before the Closing shall be subject to the  satisfaction,  on
or before the Closing,  of each of the  following  conditions,  unless waived in
writing by Laredo:

(a)  Representations  and Warranties True. The representations and warranties of
     Sellers and the company contained in this agreement and in all certificates
     and other  documents  delivered  and to be delivered by the Sellers and the
     Company to Laredo pursuant  hereto or in connection  with the  transactions
     contemplated  hereby shall be in all material  respects true,  complete and
     accurate  as of the date when made and at and as of the  Closing  as though
     such representations and warranties were made at and as of such date;

(b)  Performance.  The Seller and the Company shall have  performed and complied
     with all agreements,  obligations and conditions required by this Agreement
     to be performed or complied with by them on or prior to the Closing;

(c)  Shareholder  Approval.  The Sellers shall have executed and delivered  this
     Agreement;

                                        9

                                      -42-
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(d)  No Governmental Proceeding or Litigation.  No suit, action,  investigation,
     inquiry or other  proceeding  by any  governmental  body or other person or
     legal or administrative proceeding shall have been instituted or threatened
     which challenges the validity or legality of the transactions  contemplated
     hereby;

(e)  Proceedings.   All   proceedings  to  be  taken  in  connection   with  the
     transactions contemplated by this Agreement by the Sellers and the company,
     and all documents  incident  thereto,  shall be reasonably  satisfactory to
     Laredo and its counsel,  and Laredo shall have received a true, correct and
     complete copy of all such documents as Laredo or its counsel may reasonably
     request in order to establish the consummation of such transactions and the
     taking of all proceeding in connection therewith.

(f)  Certificates/Statutory  Declarations.  The  Sellers  shall  have  furnished
     Laredo  with  such  certificates/statutory  declarations  to  evidence  the
     compliance  with  the  conditions  set  forth in this  Section  9 as may be
     reasonably requested by Laredo;

(g)  No Material  Adverse  Effect.  There  shall have been no  Material  Adverse
     Effect  with  respect  to the  Company  and Laredo  shall  have  received a
     certificate  of the Company and the Sellers to such as effect,  signed by a
     duly authorized officer of the Company and by the Sellers.

10. Termination

This Agreement may be terminated at any time before or at Closing by:

(a)  The mutual agreement of the parties;

(b)  Any party if:

     (i)  any  provision  of  this  Agreement  applicable  to a party  shall  be
          materially untrue or fail to be accomplished;

     (ii) any legal proceeding shall have been instituted or shall be imminently
          threatening  to delay,  restrain or prevent the  consummation  of this
          Agreement or any material component thereof.

Upon the  termination of this Agreement for any reason,  in accordance  with the
terms and conditions  set forth in this Section,  each said party shall bear all
of its own costs and expenses and no party shall be liable to the other.

11. Post Closing Items.

(a)  Upon the Closing the current directors and officers will resign and Richard
     Pierce,  Rosemary Hatt and a third party to be nominated by Richard  Pierce
     at or before Closing will be appointed directors and officers of Laredo.

(b)  Within 10 days after the Closing, Laredo shall file with the Securities and
     Exchange


                                       10
                                      -43-
<PAGE>




     Commission  and any state security  regulatory  authority such forms as are
     required under  applicable  Federal an state  securities laws in connection
     with the transactions contemplated under this Agreement.

12. Entire Agreement: Waiver of Breach

This  Agreement  constitutes  the  entire  agreement  between  the  parties  and
supersedes  any prior  agreement or  understanding  among them in respect of the
subject matter hereof, a nd there are no other agreements,  written or oral, nor
may the  Agreement  be  modified  except in writing  and  executed by all of the
parties hereto; and no waiver of any breach or condition of this Agreement shall
be deemed to have occurred unless such waiver is in writing, signed by the party
against  whom  enforcement  is  sought,  and no waiver  shall be claimed to be a
waiver of any subsequent breach or condition of a like or different nature.

13. No Third Party Beneficiaries

The  provisions of this  Agreement are for the exclusive  benefit of the parties
who are signatories  hereto and their permitted  successors and assigns,  and no
third  party  shall be a  beneficiary  or have any  rights  by  virture  of this
Agreement.

14. Assignment: Binding Effect

This Agreement,  including both its obligations and benefits, shall inure to the
benefit of, and be binding on the  respective  permitted  assigns,  transferees,
successors  and heirs of the  parties.  This  Agreement  may not be  assigned or
transferred  in whole or in part by any party without the prior written  consent
of all other parties.

15. Material Adverse Effect

As used in this  Agreement,  "Material  Adverse  Effect" with respect to a party
means any change in or effect on, the business  conducted by such party that is,
or is reasonably  likely to be materially  advise to (i) the business  result of
operations,  prospectus or conditions (financial or otherwise) of such party and
its  subsidiaries,  taken as a whole,  or (ii) the assets and properties used or
useful in the conduct of the business of such party and its Subsidiaries,  taken
as a whole.

16. Governing Law

This  Agreement  shall be  governed  by and  construed  in  accordance  with the
internal laws of the Province of British Columbia,  determined without regard to
its  conflicts of law  principles.  All parties  hereto (i) agree that any legal
suit, action or proceeding arising out of or relating to this Agreement shall be
instituted  only in a federal or state court in  Province  of British  Columbia,
(ii) waive any objection  which they may now or hereafter  have to the laying of
the venue of any such suite, action or proceeding,  and (iii) irrevocably submit
to the exclusive  jurisdiction of such federal or state court in the Province of
British Columbia in any such suite, action or proceeding, bus such consent shall
not  constitute a general  appearance or be available to any other person who is
not a party to this Agreement.


                                       11

                                      -44-
<PAGE>




17. Counterparts

This  Agreement  may be executed in duplicate  facsimile  counterparts,  each of
which shall be deemed an original and together shall constitute one and the same
binding Agreement, with one counterpart being delivered to each party hereto.

18. Severability

If any provision of the Agreement shall be held invalid or  unenforceable,  such
invalidity or unenforceability shall attach only to such provision and shall not
in any manner  affect or render  invalid or  unenforceable  any other  severable
provision of this  Agreement,  and this Agreement shall be carried out as if any
such invalid or unenforceable provision were not contained herein.

19. Restrictive Legend

Each certificate  representing shares of Laredo Common Stock being issued to the
Sellers  shall bear the following  legend in addition to such other  restrictive
legends as may be required by law or as mutually agreed by all parties hereto:

               "The  shares  represented  by  this  certificate  have  not  been
               registered  under the  Securities  Act of 1933,  as amended  (the
               "Act"),  or any state  securities  laws,  and no sale or transfer
               thereof  may  be  effected  without  an  effective   registration
               statement or an opinion of counsel of the holder, satisfactory to
               Laredo  Investments Corp., that such registration is not required
               under the Act and any  applicable  state  securities  laws",  and
               "Control Block" will be stamped on the certificates.

20. Number and Gender

Wherever from the context it appears appropriate, each term stated in either the
singular or the plural shall  include the singular and the plural,  and pronouns
state in either the  masculine,  the feminine or the neuter gender shall include
the masculine, feminine and neuter.


                                       12


                                      -45-
<PAGE>



21. Expenses: Transfer Taxes, Etc.

Whether  or  not  the  transaction  contemplated  by  this  Agreement  shall  be
consummated,  each party agrees that all fees and  expenses  incurred by each of
them  in  connection  with  this  agreement  shall  be  borne  by  each  of them
respectively,  and no party shall be liable for the  expenses of any other party
hereunder.

IN WITNESS WHEREOF,  the parties hereto have set their hands and deals as of the
date and year above first written.

LAREDO INVESTMENTS CORP., By its Authorized Signatory:

/S/ Lois E. Couston
-------------------
Print Name:  Lisa E. Couston




GFR NUTRITIONALS LTD.
By its Authorized Signatory:


/s/ Richard Pierce
------------------
Print Name:  Richard Pierce


SELLERS:

                                                         WITNESS:
/s/ Lucretia Schanfarber                                /s/ Elise Chang
------------------------                                ---------------
    Lucretia Schanfarber                                    Elise Chang


/s/ Richard Pierce                                      /s/ Elise Chang
------------------                                      ---------------
    Richard Pierce                                          Elise Chang


                                       13

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