Exhibit 10.14


 


Asset Purchase Agreement


 


THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made
on January 9, 2013 by and between Whole Products LLC, P.O. Box 333, Highlands, New Jersey 07732, (the “Whole Products”),
and Millennium Biotechnologies, Inc. (“Millennium”) a wholly owned subsidiary of Inergetics, Inc. (“Inergetics”)
both Millennium and Inergetics are located at 205 Robin Road, Suite 222, Paramus, New Jersey 07652.


 


RECITALS


 


Whole Products-Selling Entity


 


Whole Products is a Limited Liability Company duly organized,
validly existing and in good standing under the laws of New Jersey.


 


Millennium-Purchasing Entity


 


Millennium is a Corporation duly organized, validly existing
and in good standing in the under the laws of Delaware.


 


ASSET PURCHASE


 


Subject to the terms and conditions of this Agreement, on the
Effective Date mentioned above, Whole Products shall sell the assets listed below free of encumbrances’ and liens to Millennium.


 


Effective Date of Asset Purchase


 


The Asset Purchase shall be effective on the date which this
agreement is fully executed.


 


Assets of Whole Products


 


The managing member of Whole Products agrees that the assets
listed below will be acquired by Millennium:


 


		-	Trademark of Bikini Ready



		-	Domain Names:



		§	www.slimtrim1.com



		§	www.slimtrim.net



		§	www.bikinireadylifestyle.com



 




    	 



    	 



    

 


Terms of Asset Purchase


 


On the effective date of the Asset Purchase, Millennium Biotechnologies,
Inc. a wholly owned subsidiary of Inergetics, Inc. will take ownership of the assets listed above pursuant to the following terms
and conditions:


 


		·	$75,000 to be paid upon the receipt of the funding from the sale of
the New Jersey Net Operating Loss Carry forward.  Approximate date of receipt would be by the end of January 2013.



		·	$25,000 to be paid when the acquired assets have generated accumulated
sales of $250,000.



		·	8,000 shares of Series G stock upon closing.  The Series G has
a stated value of $50 per share and each share is convertible into 250 shares of common stock (NRTI).  The Series G stock
pays a 2.5 % quarterly dividend (10% annually) which is based on ninety percent of the last 10 trading days prior to the last trading
day of the month.  The stated value of the shares that will be issued is $400,000 ($50 x 8,000 Series G Preferred shares)
per Schedule A. 



		·	There is a holding period of six months from the date of closing before
any of the common stock could be sold in the open market.



 


INTERPRETATION AND ENFORCEMENT


 


Notices


 


Any notice, request, demand or other communication require or
permitted under this Agreement may be delivered in person, deliver by certified mail, return receipt requested or delivered by
facsimile transmission. Deliveries by certified mail or by facsimile transmission will be sent to the address of the respective
party as first indicated above or as may be updated in the future in writing by either party.


 


Counterpart Executions


 


This agreement may be executed in any number of counterparts,
each of which shall be deemed an original.


 


Partial Invalidity


 


If any term of this agreement is held by a court of competent
jurisdiction to be void and unenforceable, the remainder of the contract terms shall remain in full force and effect.


 


Applicable Law


 


The validity, interpretation and performance of this agreement
shall be controlled by and construed under the laws of the State of New Jersey.


 




    	 



    	 



    

 


Approvals


 


The office bearers and members of each constituent entity to
this Asset Purchase Agreement have approved by the voting percentages required by articles, operating agreement and the law the
terms and conditions of this Agreement.


 


In witness of the mutual promises made above, Whole Products
and Inergetics have executed this Asset Purchase Agreement on the date first stated above.


 


Whole Products, LLC


 


	s/	 
	Jim Kras, President	 


 


	Inergetics, Inc.	Millennium Biotechnologies, Inc.


 


	s/	 	s/
	Michael C. James	 	Michael C. James
	Chief Executive Officer	 	Chief Executive Officer
	Chief Financial Officer	 	Chief Financial Officer


 






    	 



    	 



    

 


Schedule A


 


	Shareholder	 	Shares of Series G	 
	James Kras	 	 	3,600	 
	Marshall Post	 	 	2,800	 
	Dario Pressimone	 	 	1,200	 
	Thelma Goldberg	 	 	400	 
	Total	 	 	8,000