Promissory Note, dated May 1, 2009



 Exhibit 10.32 
 THE NOTE OFFERED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND HAS NOT BEEN QUALIFIED UNDER THE SECURITIES LAWS OF ANY OTHER STATE. THE NOTE CANNOT
BE SOLD OR TRANSFERRED WITHOUT SUCH REGISTRATION OR QUALIFICATION UNLESS AN EXEMPTION FROM SUCH REGISTRATION OR QUALIFICATION IS THEN AVAILABLE. 
 PROMISSORY NOTE 
  

			
	$400,000	  	May 1, 2009      
		  	Troy, Ml    

 FOR VALUE RECEIVED, the undersigned, FVA Ventures, Inc., a California C Corporation (the
“Debtor”), promises to pay in equal parts to the order of Mr. Ryan Blair, Mr, Nick Sarnicola, Mr. Blake Mallen and ROPART ASSET MANGEMENT FUND II, LLC (the “Holders”), the principal sum of FOUR
HUNDRED THOUSAND DOLLARS ($400,000), together with interest at a rate equal to ten percent (10%) per annum-on the outstanding principal balance. The principal balance of this Note and interest thereon is repayable in whole or in part
only after such time as the Debtor has satisfied and will continue to satisfy after giving effect to the repayment of any of this note, all of the covenants associated with the Loan and Security Agreement dated July 30, 2008, as amended,
between itself, ViSalus Holdings, LLC and Blyth VSH Acquisition Corp. otherwise than by waiver of any of such covenants. 

1. PAYMENTS AND INTEREST. 
  

	 	1.1	Computation. Interest will be computed on the basis of a 360-day year and a 30-day month. 


 

	 	1.2	Interest Rate. This Note shall bear interest at the rate of ten percent (10%) per annum on the outstanding principal balance.


  

	 	1.3	Payments. The interest on this Note shall be payable quarterly on first Friday of the month following each quarter, subject to the final sentence of the first
paragraph of this Note. 

 2. NO SECURITY. This Note is an unsecured obligation of the Debtor.


  
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 Promissory Note 

 

 3. ATTORNEYS’ FEES. The Debtor agrees to pay the following costs,
expenses, and attorneys’ fees paid or incurred by the Holders, or adjudged by a court: (i) reasonable costs of collection, costs, and expenses, and reasonable attorneys’ fees paid or incurred in connection with the collection or
enforcement of this Note, whether or not suit is filed; and (ii) costs of suit and such sum as the court may adjudge as attorneys’ fees in any action to enforce payment of this Note or any part of it. 

4. SEVERABILITY. If any provision of this Note is invalid by operation of any law or interpretation placed thereon by any
court, this Note shall be construed as not containing such provision and all other provisions of this Note which are otherwise lawful shall remain in full force and effect, and to this end the provisions of this Note are declared to be severable.

 5. GOVERNING LAW. This Note shall be governed by and construed in accordance with the laws of the State of
Michigan as those laws are applied to written contracts between residents of such jurisdiction to be performed within such jurisdiction. 
 6. ASSIGNMENT. The Holders shall not assign this Note without the prior written consent of the Debtor. 
 7. FORBEARANCE NOT A WAIVER. No delay or omission on the part of the Holders in exercising any rights under this Note, on default by the Debtor, shall operate as a waiver of such right or of
any other right under this Note or other agreements, for the same default or any other default. 
 8. MANNER OF
NOTIFICATION. Any notice to the Debtor provided for in this Note shall be given by personal delivery or by mailing such notice by first class or certified mail, return receipt requested, addressed to the Debtor at the address stated below, or to
such other address as the Debtor may designate by written notice to the Holders. Any notice to the Holders shall be given by personal delivery or by mailing such notice by first class or certified mail, return receipt requested, to the Holders at
the address stated below, or at such other address as may have been designated by written notice to the Debtor. Mailed notices shall be deemed delivered and received on the delivery date as shown on the postal return receipt or the receipt furnished
by an independent courier service, and any notices transmitted by confirmed facsimile transmission will be deemed delivered and received as of the date of the transmission. 
 9. TREATMENT OF NOTE. To the extent permitted by generally accepted accounting principles, the Debtor will treat, account and report this Note as a debt and not equity for all purposes and
with respect to any returns filed with federal, state or local tax authorities. 
 10. HEADINGS: REFERENCES. All
headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof. 

  
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 Promissory Note 

 

 11. SUBORDINATION. This Note is subordinate to any and all loans to Blyth
VSH Acquisition Corp. and any of its affiliated entities. Subject to the pre-approval by the Holders, this Note shall be subordinate to any operating and working capital loans and notes which the Debtor issues after the date hereof. Such
pre-approval will not be unreasonably withheld. 
  

			
	DEBTOR:
	
	 FVA VENTURES, INC.

a California C Corporation

		
	By:	 	 /s/ John Tolmie

	Name:	 	John Tolmie
	Title:	 	 Senior Vice President of Finance and Administration

	
	Address:
	
	 1607 E. Big Beaver
 Rd. Suite #110
 Troy, MI

48084



 Note Holders Addresses: 
 Mr. Ryan Blair, Mr. Blake Mallen and Mr. Nick Sarnicola 
 each c/o ViSalus Sciences

 6300 Wilshire Blvd 
 Suite 1440

 Los Angeles, CA 
 90048 

Ropart Asset Management Fund II LLC 
 One East
Weaver St. 
 Greenwich, CT 
 06831


  
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