Exhibit 2.2
Vital Health Technologies, Inc.
Form 10-KSB
File No. 000-15243

                    Asset Purchase Agreement


SELLER:             Vital Health Technologies, LLC
                    3085 Center Pointe Dr. N.
                    Roseville, MN 55113

PURCHASER:          Vital Health Technologies, Inc.
                    3085 Center Pointe Dr. N.
                    Roseville, MN 55113

SECTION 1.          PURCHASE AND SALE

     Vital Health Technologies, LLC (the "Seller") hereby
agree to sell, transfer and assign to the Purchaser all
assets, real, intellectual, tangible, intangible and
certifies that the assets are owned solely by the Seller and
are free and clear of all liens, mortgages, pledges,
security interests, and other encumbrances, and the
Purchaser hereby agrees to acquire the assets, subject to
the terms and conditions set forth in this agreement.

SECTION 2.          TAX FREE EXCHANGE - IRC SECTION 351

     The transaction involves a contribution of Capital
Assets in exchange for Common Stock by the Purchaser under
IRC Section 3 5 1, which is intended to be a tax-free
exchange.  The Seller agrees to accept a contribution of
common stock as follows: 2,000,000 shares of Vital Health
Technologies, Inc. common stock

SECTION 3.          CLOSING AND SETTLEMENT

     The closing of the sale and purchase of the assets (the
"Closing") shall occur when all parties sign this agreement.
Upon signing this agreement, the assets will be transferred
to Purchaser and shares of Common Stock will be issued to
Seller.

SECTION 4.          DISCLOSURE

     As a disclosure to the Seller to enter into the
transaction contemplated by this agreement, the Purchaser
hereby represents, warrants, covenants, agrees, and
acknowledges to Company as of the date of this agreement as
follows:

     4.1  The contribution of Common Stock meets the
     requirements of the 1933 Act and Applicable Laws.

     4.2  The Common Stock will be restricted from trading
     under SEC rule 144 and must be held at least I year


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     4.3  The Company may issue new shares or another form
     of equity ownership at purchase prices that may vary in
     price.

     4.4  The shares of Common Stock trade on a secondary
     trading exchange, however there is no assurance that
     these shares will continue to be listed on a trading
     exchange, nor are there any assurance that there will
     be sufficient demand for the purchase of stock in the
     event a "sell order" is placed by the Seller.

     4.5  In the event the Company issues new shares, the
     result in all probability, will cause a dilution of
     percentage ownership of the shares held by the Seller.

     4.6  The Company may liquidate or sell all assets and
     discontinue operations at any time.

     4.7  The Company may enter into a transaction, in the
     near, or distant future, with another company, or enter
     into a partnership, or strategic alliance that may
     substantially dilute or change the ownership structure.

     4.8  The Company may enter into a transaction in which
     senior equity or debt is issued which will result in a
     lower class of ownership of shares held by the Seller.

     4.9  The Company may dramatically change its business
     focus at any time and reserves the right to change its
     business operations in line with that focus.

SECTION 5.          GENERAL PROVISIONS

     5.1  Modification.  This agreement may only be amended,
     modified, superseded, or cancelled, or any of the terms
     and conditions hereof waived, by a writing signed by
     the parties, in the case of a waiver, by the party
     waiving compliance.  No waiver by either party of any
     term or condition or of the breach thereof shall be
     deemed to be construed as a further or continuing
     waiver of any such term or condition or of the breach
     of any other term or condition or of the breach of any
     other term or condition set forth in this Agreement

     5.2  Enforceability.  The illegality, unenforceability
     or invalidity of any provision or provisions of this
     Agreement shall not effect any other provision hereof,
     and this Agreement shall be construed in all respects
     as if such illegal, unenforceable or invalid provisions
     were omitted here from

     5.3  Notices.  All notices and other communications
     provided for hereunder shall be in writing and shall be
     personally delivered or mailed by first class mail
     postage prepaid, addressed to the parties named above.
     Or, to such other address as either party may from time
     to time designate by written notice.  All such notices
     and communications shall be deemed given:

          a.   When received, if personally delivered; or
	    b.   Three (3) days after deposit in the U.S. mail, first
               class postage prepaid.

     5.4  Attorneys' fees.  In the event the either party
     (the Seller or Purchaser) prevails in an action against
     the other party for a breach of this Agreement, the
     prevailing party shall be entitled to recover its or
     his costs and expenses, including attorney's fees,
     incurred in prosecuting such action.


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     5.5  Governing Law.  This agreement shall be deemed to
     have been entered into the State of Minnesota and shall
     be governed by and construed in accordance with the
     laws of the State of Minnesota.

     5.6  Successors and Assigns.  The covenants, agreements
     and conditions contained in or granted by this
     Agreement shall be binding upon and shall inure to the
     benefit of the Seller and the Purchaser and their
     respective heirs, successors and permitted assigns.

     5.7  Entire Agreement.  This Agreement, represents the
     only agreement among the parties concerning the subject
     matter hereof and supersedes all prior agreements,
     whether written or oral, relating thereto.

IN  WITNESS  HEREOF, the parties hereto have  executed  this
Asset  Purchase  Agreement effective as of the  1st  day  of
December 2000.

VITAL HEALTH TECHNOLOGIES, LLC
By: /S/William Kieger
Its: President

VITAL HEALTH TECHNOLOGIES, INC.
By: /S/ Steven Muscanto
Its: Director



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