**Exhibit 10.8**

 

**Commercial Contract**

 

1. PURCHASE AND SALE: GEOPHARMA, INC. (BUYER) 

 

agrees to buy and DYNAMIC HEALTH PRODUCTS, INC. (Seller) 

 

agrees to sell the Property described as: Street Address: 6950 BRYAN DAIRY ROAD 

                                                                                                    LARGO, FL 33777 

 

Legal Description: SEE EXHIBIT A 

 

and the following Personal Property: ________________________________________________________________________________________________________________ 

 

___________________________________________________________________________________________________________________________________________ 

 

(all collectively referred to as the “Property”) on the terms and conditions set forth below. The “Effective Date” of this Contract is the date onwhich the last of the Parties signs the latest offer. Time is of the essence in this Contract. Time periods of 5 days or less will be computed without including Saturday, Sunday, or national legal holidays and any time period ending on a Saturday,Sunday or national holiday will be extended until 5:00 p.m. of the next business day. 

 

 

3. THIRD PARTY FINANCING: Within N/Adays from Effective Date (“Application Period). **Buyer** will, at **Buyer’s** expense, apply for third party financing in the amount of $                     or             % or the purchase price to be amortizedover a period of              years and due in no less than              years and with a fixed Interestrate not to exceed  ̈            % per year of variable interest rate not toexceed 

 

 ̈            % at origination with a lifetime cap not to exceed            % from initial rate, with additional terms as follows:                    ___________________________________________________________________________________________________________________________________________ 

 

**Buyer** will pay for the mortgage title insurance policy and for all loan expenses. Buyer will timely provide any and all credit, employment, financial and otherinformation reasonably required by any lender. Buyer will notify Seller immediately upon obtaining financing or being rejected by a lender. If **Buyer**, after diligent effort, fails to obtain a written commitment within             days from Effective Date (“Financing Period”), Buyer may cancel the Contract by giving prompt notice to Seller and Buyer’s deposit(s) will be returned toBuyer in accordance with Paragraph 9.****

 

**Buyer(            ) (            ) and Seller(            ) (            ) acknowledge receipt of a copy of this page, which is page 1 of 5 pages.**

**TITLE**: Seller has the legal capacity to and will convey marketable title to the Property by þ statutory warranty deed  ̈ other                                    , free of liens, easementsand encumbrances of record or known to **Seller**, but subject to property taxes for the year of closing; covenants, restrictions and public utility easements of record; and (list any other matters to which title will be subject)                                                             ; provided there exists at closing no violation of the foregoing and none of them prevents **Buyer’s** intended useof the Property as 

________________________________________________________________________________________________________________________________________________________________________ 

 
 **(a)****Evidence of Title**: **Seller** will, at (check one)  ̈**Seller’s**þ**Buyer’s** expense and within      days  ̈ fromeffective Date þ prior to Closing Date  ̈ from date **Buyer** meets or waives financing contingency inParagraph 3, deliver to Buyer (check one)  ̈ a title insurance commitment by a Florida licensed title insurer and, upon **Buyer**recordingthe deed, an owner’s deed, an owner’s policy in the amount of the purchase price for fee simple title subject only to exceptions stated above þ an abstract of title, prepared or brought current by anexisting abstract film or certified as correct by an existing firm. 
 

However, if such an abstract is not available to **Seller**, then a prior owner’s title policy acceptable to the proposed Insurer as a base for reissuance of coverage. The prior policy will include copies ofall policy exceptions and an update in a format acceptable to **Buyer** from the policy effective date and certified to **Buyer** or **Buyer’s** closing agent together with copies of all documents recited in the prior policy and in theupdate.****

 
 **(b)****Title Examination**: **Buyer** will, within 15 days from receipt of the evidence of title deliver written notice to **Seller**of title defects. Title will be deemedacceptable to **Buyer**if (1) **Buyer** fails to deliver proper notice of defects or (2) **Buyer** delivers proper written notice and **Seller** cures the defects within      days from receipt of the notice(“Curative Period”). If the defects are cured within the Curative Period, closing will occur within 10 days from receipt by **Buyer** of notice of such curing. **Seller** may elect not to cure defects if **Seller** reasonablybelieves any defect cannot be cured within the Curative Period. If the defects are not cured within the Curative Period, **Buyer** will have 10 days from receipt of notice of Seller’s inability to cure the defects to elect whether toterminate this Contract or accept title subject to existing defects and close the transaction without reduction in purchase price. The party who pays for the evidence of title will also pay related title service fees including title and abstractcharges and title examination.****
 
 **(c)****Survey**: (check applicable provisions below) 
 

 ̈ Seller will, within     days from Effective Date, deliver to Buyer copies of prior surveys, plans, specifications, and engineering documents, if any, and the following documents relevant to thistransaction:________________________________________________________________________________________________________ 

prepared for Seller orin Seller’s possession, which show all currently existing structures. ̈ Buyer will, at  ̈ Seller’s  ̈ Buyer’s expense and within the time period allowed todeliver and examine title evidence, obtain a current certified survey of the Property from a registered surveyor. If the survey reveals encroachments on the Property or that the improvements encroach on the lands of another, 

 

 ̈ Buyer will accept the Property with existing encroachments  ̈ such encroachments will constitute a title defectto be cured within the Curative Period. 

 
 **(d)********Ingress or Egress**: Seller warrants that the Property presently has ingress and egress.****
 
 **(e)********Possession**: Seller will deliver possession and keys for all locks and alarms to Buyer at closing.****
 

**5. CLOSING DATE AND PROCEDURE**: This transaction will be closed in Pinellas County,Florida on or before the October 31, 2004 or within      days from Effective Date (“Closing Date”), unless otherwise extended herein.  ̈ Seller þ Buyer will designate the closing agent, Buyer and Seller will, within      days from Effective Date, deliver to Escrow Agent signed instructionswhich provide for closing procedure. If an institutional lender is providing purchase funds, lender requirements as to place, time of day, and closing procedures will control over any contrary provisions of this Contract. 

 
 **(a)********Costs: Buyer**will pay taxes and recording fees on notes, mortgages and financing statements and recording fees for the deed. **Seller** will pay taxes on the deedand recording fees for documents needed to cure title defects. If **Seller** is obligated to discharge any encumbrance at or prior to closing and fails to do so, **Buyer** may use purchase proceeds to satisfy the encumbrances.
 
 **(b)********Documents: Seller** will provide the deed, bill of sale, mechanic’s lien affidavit, assignment of leases, updated rent roll, tenant and lender estoppel letters,assignments of permits and licenses, corrective instruments and letters notifying tenants of the change in ownership/rental agent. If any tenant refuses to execute an estoppel letter, **Seller** will certify that information regarding thetenant’s leas is correct. If **Seller** is a corporation, Seller will deliver a resolution of its Board of Directors authorizing the sale and delivery of the deed and certification by the corporate Secretary certifying the resolution andsetting forth facts showing the conveyance conforms with the requirements of local law. **Seller** will transfer security deposits to **Buyer**. **Buyer** will provide the closing statement mortgages and notes, security agreements andfinancing statements. 
 

**Buyer(            ) (            ) and Seller(            ) (            ) acknowledge receipt of a copy of this page, which is page 2 of 5 pages.**

( c ) Taxes, Assessments, Prorations: The following items will be made current and prorated q as of Closing Date q as of                                ; real estate taxes, bond and assessment paymentsassumed by **Buyer**, interest, rents, associated dues, insurance premiums acceptable to **Buyer**, operational expenses and                                    . If the amount of taxesand assessments for this current year cannot be ascertained, rates for the previous year will be used with due allowance being made for improvements and exemptions. **Seller** is aware of the following assessments affecting or potentiallyaffecting theproperty:                                                                .**Buyer** will be responsible for all assessments of any kind which become due andowing on or after Effective Date, unless the improvement is substantially completed by the Closing Date, in which case **Seller** will be obligated to pay the entire assessment. (d) FIRPTA Tax Withholding: The Foreign Investment in Real PropertyAct (“FIRPTA”) requires **Buyer** to withhold at closing a portion of the purchase proceeds for remission to the Internal Revenue Service (“I.R.S.”) if **Seller** is a “foreign person” as defined by the InternalRevenue Code. The parties agree to comply with the provisions of FIRPTA and to provide, at or prior to closing, appropriate documentation to establish any applicable exemption from the withholding requirement. If withholding is required and Buyerdoes not have cash sufficient at closing to meet the withholding requirement, **Seller** will provide the necessary funds and Buyer will provide proof to **Seller** that such funds were properly remitted to the I.R.S. 

 

6. Escrow: **Buyer** and **Seller**authorize____________________________________________________________________________________

Telephone:                                                
 
Facsimile:                                                            

Address:____________________________________________________________________________________________________________

 

____________________________________________________________________________________________________________ 

 

to act as “Escrow Agent” to receive funds and other items and, and subject to clearance, disburse them in accordance with the terms of this Contract. EscrowAgent will deposit all funds received in a q non-interest bearing escrow account q an interest bearing escrow account with interest accruing to                                            with interest dispersed (check one) q at closing q at                                             intervals. If Escrow Agent receives conflicting demands or has a good faith doubt as to Escrow Agent’s duties or liabilities under this Contract, he/she may (a) hold the subject matter of the escrow until the partiesmutually agree to its disbursement or until issuance of a court order or decision of arbitrator determining the parties’ rights regarding the escrow or (b) deposit the subject matter of the escrow with the clerk of the circuit court havingjurisdiction over the dispute. Upon notifying the parties of such action, Escrow Agent will be released from all liability except for the duty to account for items previously delivered out of escrow. If a licensed real estate broker, Escrow Agentwill comply with applicable provisions of Chapter 475, Florida Statues. In any suit or arbitration in which Escrow Agent is made a party because of acting as agent hereunder or interpleads the subject matter of the escrow. Escrow Agent will recoverreasonable attorney’s fees and costs at all levels, with such fees and costs to be paid from the escrowed funds or equivalent and charged and awarded as court or other costs in favor of the prevailing party. The parties agree that Escrow Agentwill not be liable to any person for misdelivery to **Buyer** or **Seller** of escrowed items, unless the misdelivery is due to Escrow Agent’s willful breach of this Contract or gross negligence. 

 

7. Property Condition: **Seller** will deliver the Property to Buyer at the time agreed inits present “as is” condition, ordinary wear and tear excepted, and will maintain the landscaping and grounds in a comparable condition. **Seller** makes no warranties other than marketability of title. By accepting the Property“as is”, **Buyer** waives all claims against **Seller**for any defects in the Property. (Check (a) or (b) ) 

 

þ (a) As is: **Buyer** has inspected the Property or waives any right to inspect and accepts the Property in its “as is”condition. 

 

q (b) Due Diligence Period**Buyer**: **Buyer** will, at **Buyer’s** expense and within      days from Effective Date (Due Diligence Period”), determine whether the Property is suitable, in **Buyer’s** sole and absolutediscretion, for **Buyer’s** intended use and development of the Property as specified in Paragraph 4. During the Due Diligence Period, **Buyer** may conduct any tests, analyses, surveys and investigations (“inspections”) which**Buyer** deems necessary to determine to **Buyer’s** satisfaction the Property’s engineering, architectural, environmental properties: zoning and zoning restrictions; flood zone designation and restrictions; subdivision regulations;soil and grade; availability to access and public roads, water, and other utilities; consistency with local, state and regional growth management and comprehensive land use plans; availability of permits, government approvals and licenses;compliance with American with Disabilities Act; absence of asbestos, soil and ground water contamination; and other inspections that **Buyer** deems appropriate to determine the suitability of the Property of **Buyer’s** intended use anddevelopment. **Buyer** shall deliver written notice to **Seller** prior to the expiration of the Due Diligence Period of Buyer’s determination of whether or not the Property is acceptable. **Buyer’s** failure to comply with thisnotice requirement shall constitute acceptance of the Property in its present “as is” condition. **Seller** grants to **Buyer**, its agents, contractors and assigns, the right to enter the Property at any time during the DueDiligence Period for other purpose of conducting inspections; provided, however, that **Buyer**, its agents, contractors and assigns enter the Property and conduct inspections at their risk. **Buyer** shall indemnify and hold **Seller**harmless from losses, damages, costs, claims and expenses of any nature, including attorney’s fees at all levels, and from liability to any person, arising from the conduct of any and all inspections or any work authorized by **Buyer**.**Buyer** will not engage in any activity that could result in a mechanic’s lien being filed against the Property without **Seller’s** prior written consent. In the event this transaction does not close, (1) **Buyer** shall repairall damages to the Property resulting from the inspections and return the Property to the condition it was prior to conduct of the Inspections, and (2) **Buyer** shall, at **Buyer’s** expense, release to **Seller** all reports andother work generated as a result of the Inspections. Should **Buyer** deliver timely notice that the Property is not acceptable, **Seller** agrees that **Buyer’s** deposit shall be immediately returned to **Buyer** and the Contractterminated. 

 

**Buyer (        )(        ) and Seller (***        ***) (        ) acknowledge receipt of a copy of this page, whichis page 3 of 5 pages.**

(3) Walk-through Inspection: **Buyer** may, on the day prior to closing or any other time mutually agreeable to theparties, conduct a final “walk-through” inspection of the Property to determine compliance with this paragraph and to ensure that all Property is on the premises. 

 

(d) Disclosures: 

 
 1.Radon Gas: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposedto it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health unit. 
 
 2.Energy Efficiency: Buyer may have determined the energy efficiency rating of the building. If any is located on the Real Property. 
 

8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: **Seller** will continue to operate theProperty and any business conducted on the Property in the manner prior to Contract and will take no action that would adversely impact the Property, tenants, lenders or business, if any. Any changes, such as renting vacant space, that materiallyaffect the Property or **Buyer’s** intended use of the Property will be permitted þ only with **Buyer’s** consent q without **Buyer’s** consent.

 

9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the eventany condition of this Contract is not met and **Buyer** has timely given any required notice regarding the condition having not been met, **Buyer’s** deposit will be returned in accordance with applicable Florida laws and regulations.

 

10. DEFAULT: 

 
(a)In the event the sale is not closed due to any default or failure on the part of **Seller** other than failure to make the title marketable after diligent effort, **Buyer**may either (1) receive a refund of **Buyer’s** deposit(s) or (2) seek specific performance. If **Buyer** elects a deposit refund, **Seller** will be liable to Broker for the full amount of the brokerage fee. 
 
(b)In the event the sale is not closed due to any default or failure on the part of the **Buyer**, **Seller** may either (1) retain all deposit(s) paid or agreed to be paid by**Buyer** as agreed upon liquidated damages, consideration for the execution of this Contract, and in full settlement of any claims, upon which this Contract will terminate or (2) seek specific performance. If **Seller** retains the deposit,**Seller** will pay the Listing and Cooperating Brokers named in Paragraph 12, fifty percent of all forfeited deposits retained by **Seller** (to be split equally among the Brokers) up to the full amount of the brokerage fee.
 

11. ATTORNEY’S FEES AND COSTS: In any claim or controversyarising out of or relating to this Contract, the prevailing party, which for purposes of this provision will include **Buyer**, **Seller** and Broker, will be awarded reasonable attorney’s fees, cost and expenses. 

 

12. BROKERS: Neither **Buyer** nor **Seller** has utilized the services of, or for anyother reason owes compensation to, a licensed real estate Broker other than: 

 

(a) Listing Broker: ______________________________________________________________________________________________________________________________ 

 

who is q an agent of ______________________________________________________________q a transactionbroker q a nonrepresentative and who will be compensated by q**Seller**q**Buyer**q both partiespursuant to q a listing agreement q other (specify) 

______________________________________________________________________________________________________________________________ 

______________________________________________________________________________________________________________________________ 

______________________________________________________________________________________________________________________________ 

 

 

(b) Cooperating Broker:__________________________________________________________________________________________________________________ 

 

who is q an agent of _________________________________________________________________q atransaction broker q a nonrepresentative and who will be compensated by q**Buyer**q**Seller**q bothparties pursuant to q an MLS or other offer of compensation to a cooperating broker q other (specify)                                                              

______________________________________________________________________________________________________________________________ 

______________________________________________________________________________________________________________________________ 

______________________________________________________________________________________________________________________________ 

(collectivelyreferred to as “Broker”) in connection with any act relating to the Property, including but not limited to inquiries, introductions, consultations, and negotiations resulting in this transaction. **Seller** and **Buyer**agree toindemnify and hold Broker harmless from and against losses, damages, costs and expenses of any kind, including reasonable attorney’s fees at all levels, and from liability to any person, arising from (1) compensation claimed which isinconsistent with the representative in this Paragraph, (2) enforcement action to collect a brokerage fee pursuant to Paragraph 10, (3) any duty accepted by Broker at the request of **Buyer** or **Seller**, which duty is beyond the scope ofservices regulated by Chapter 475, F.S., as amended, or (4) recommendations of or services provided and expenses incurred by any third party whom Broker refers, recommends or retains for or on behalf of **Buyer** or **Seller**. 

13, ASSIGNABILITY; PERSONS BOUND: This contract may be assigned to a related entity, and otherwise q is not assignable þ is assignable. The terms “**Buyer**,” “**Seller**” and “Broker” may be singular or plural. This Contract is binding upon **Buyer**, **Seller**, and their heirs, personalrepresentative, successors and assigns (if assignment is permitted). 

 

**Buyer(        ) (        ) and Seller (        ) (        )acknowledge receipt of a copy of this page, which is page 4 of 5 pages.**

14. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and are attached as an addendum to thisContract): 

 

q Arbitration
 q Seller Warranty q Existing Mortgage
q Section 1031 Exchange
 
q Costal Construction Control Line
 
qOther                    

q Property Inspection and Repair
 
q Flood Area Hazard Zone
 
qOther                    

q Seller Representation
 
q Seller Financing
 
qOther                    

 

15. MISCELLANEOUS: The terms of thiscontract constitute the entire agreement between **Buyer** and **Seller**. Modifications of this Contract will not be binding unless in writing, signed and delivered by the party being bound. Signatures, initials, documents referenced in thisContract, counterparts and written modifications communicated electronically or on paper will be acceptable for all purposes, including delivery, and will be binding. Handwritten or typewritten terms inserted in or attached to this Contract prevailover preprinted terms. If any provision of this Contract is or becomes invalid or unenforceable, all remaining provisions will continue to be fully effective. This Contract will be construed under Florida law and will not record in any publicrecords. Delivery of any written notice to any party’s agent will be deemed delivery to that party. 

 

THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE IMPORTANTTO THEM AND TO CONSULT AN APPROPRIATE PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PROPERTY AND TRANSACTION, STATUS OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX,PROPERTY CONDITION, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE. BUYER ACKNOWLEDGES THAT BROKER DOES NOT OCCUPY THE PROPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRITTEN OR OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDSUNLESS BROKER INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER AGREES TO RELY SOLELY ON SELLER, PROFESSIONAL INSPECTORS AND GOVERNMENTAL AGENCIES FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE AND FACTS THAT MATERIALLY AFFECTPROPERTY VALUE. 

 

DEPOSIT RECEIPT: Deposit Receipt: Deposit of$            by q             check q other             received on                         ,              by________________________________________________________________________________________________________ 

Signature ofEscrow Agent 

 

OFFER: Buyer offers to purchase the Property on the above termsand conditions. Unless acceptance is signed by Seller and a signed copy delivered to Buyer’s agent no later than             q a.m. q p.m. on                         ,            . Buyer may revoke this offer and receive a refund of all deposits. 

 

Date: 10/25/04
  **BUYER**: /s/ Carol Dore Falcone  Tax ID No:                               Title: VP/CFO                     Telephone: (727)544-8866         Facsimile (727) 544-4386   Address: 6950 Bryan Dairy Road, Largo, Florida 33777
Date:                          ,            
  **BUYER**:                                   Tax ID No:                               Title:                                        Telephone:                     Facsimile:                       Address:                                                                                                                
 

ACCEPTANCE: Seller acceptsBuyer’s offer and agrees to sell the Property on the above terms and conditions (subject to the attached counter offer). 

 

Date: 10/25/04
  **SELLER**: /s/ Mandeep K. Thaneja   Tax ID No:                               
Title: CEO                    Telephone: (727) 329-1845         Facsimile (727) 329-1846
   Address: 6911 Bryan Dairy Road, Largo, Florida 33777
Date:                          ,            
  **SELLER**:                                        Tax ID No:                                Title:                                        Telephone:                     Facsimile:                       Address:                                                                                                                
 

**Buyer(            ) (            ) and Seller(            ) (            ) acknowledge receipt of a copy of this page, which is page 5 of 5 pages.**