EXHIBIT 10.1


                                                        Final:  October 28, 2008
                                    AGREEMENT


         This Agreement is entered into between BioAgra,  LLC, a Georgia Limited
Liability  Company  (the  "Company"),  Neal  Bartoletta  ("Bartoletta"),  Justin
Holdings,  Inc., a Florida corporation ("Justin") and Vyta Corp., Inc., a Nevada
corporation ("Vyta"), this ____ day of October, 2008.


                                    RECITALS

WHEREAS,  Bartoletta  has been  employed as a Manager,  President and CEO of the
Company and has served as the daily manager and supervisor of the Company.

WHEREAS,  Justin and Vyta are the sole  Members of the  Company  pursuant  to an
Operating Agreement dated August 15, 2005 between Nanopierce  Technologies,  Inc
(n/k/a  Vyta)  and  XACT  Resources  International,  Inc.  (n/k/a  Justin)  (the
"Operating Agreement").

WHEREAS,  the parties  have  determined  that it is in the best  interest of the
Company if Bartoletta  ceases his activities as a Manager and executive  officer
of the Company and Justin ceases to be a Member of the Company.

WHEREAS,  the Company desires to have Bartoletta continue to act as a consultant
to the Company.

                                    AGREEMENT

Now,  therefore,  for good and valuable  consideration,  the receipt of which is
hereby acknowledged by both parties, the parties agree as follows:


1.       RESIGNATION.  Bartoletta  hereby  resigns  as a Manager  and  Executive
         Officer of the Company and from all other positions and employment with
         the Company  effective upon the closing of this Agreement (the "Closing
         Date"), except as otherwise agreed to herein.

2.       TRANSFER OF MEMBERSHIP  INTEREST.  Justin hereby assigns and conveys to
         Vyta all of its  right,  title and  interest  in and to its  membership
         interest in the Company and the  Operating  Agreement as of the Closing
         Date and shall  transfer to Vyta the  Certificate  of Membership No. 3.
         Such  transfer  shall be free and clear of any and all liens,  security
         interests,   pledges,   mortgages,   charges,   limitations,    claims,
         restrictions, rights of first refusal, rights of first offer, rights of
         first  negotiation  or  other   encumbrances  of  any  kind  or  nature
         whatsoever.

3.       MANAGER OF THE COMPANY.  Justin and Bartoletta hereby agree and consent
         to the appointment of Paul Metzinger as the sole Manager, President and
         Chief Executive  Officer of the Company,  and waive all of their rights
         under the Operating Agreement.

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4.       PAYMENT. In consideration of the agreements and subject to Bartoletta's
         and  Justin's  performance  of  the  undertakings  set  forth  in  this
         Agreement, the Company and VYTA, in full and final settlement of all of
         Bartoletta's  and Justin's  stated and unstated  claims,  including any
         claim for  severance,  reimbursement  of vacation or sick pay, or other
         compensation,   as  well  as  any   claims   for   return  of   capital
         contributions,  distributions from the Company,  allocations of profits
         or  losses,  or any other  rights or  obligations  under the  Operating
         Agreement, agrees to make the following payments to Bartoletta:

         (a)      The Company  and Vyta,  jointly  and  severally,  shall pay to
                  Bartoletta $6,000 per month,  with payments  commencing on the
                  1st of the month  immediately  following  the Closing Date and
                  continuing  for a period of sixty (60) months from the Closing
                  Date.

         (b)      The  Company  shall pay to  Justin  ten  percent  (10%) of all
                  Profits  generated by the Company,  until a maximum  aggregate
                  payment  to Justin of  $500,000  has been paid.  For  purposes
                  hereof, "Profits" shall have the meaning as in Appendix One to
                  the Operating Agreement.  Within ninety days of the conclusion
                  of each Fiscal Year of the Company,  the Company shall provide
                  to Bartoletta copies of the Company's audited and/or certified
                  financial  statements to determine  whether or not the Company
                  had a Profit  for the  Fiscal  Year and  payment  as  provided
                  herein.  Justin  shall have the right to assign said  payments
                  upon written notice to the Company.

5.       CONSULTANT.  Bartoletta  hereby  agrees  that for a period  of five (5)
         years from the  Closing  Date,  Bartoletta  shall be  available  to the
         Company  on an as needed  basis,  for up to a maximum of ten (10) hours
         per  week,  to  provide  advice  to,  and  consult  with,  the  Company
         concerning the Company's  business and relationship with its employees,
         contractors,  vendors and customers. Said advice and consultation shall
         be  provided  to the  Company  in such  form,  manner  and place as the
         Company reasonably  requests.  Company shall not be prevented or barred
         from  seeking or  requiring  services of a same or similar  nature from
         persons other than Bartoletta. In no event shall Bartoletta be required
         or  allowed  by  this  Agreement  to act as the  agent  of  Company  or
         otherwise  to  represent  or make  decisions  for  Company.  All  final
         decisions with respect to acts of Company or its affiliates, whether or
         not made pursuant to or in reliance on information or advice  furnished
         by Bartoletta hereunder,  shall be those of Company. The Company agrees
         to indemnify Bartoletta, for claims against Bartoletta that result from
         the good faith  performance  of his  consulting  work  performed at the
         request of the Company. Said indemnification shall include any attorney
         fees and costs.

6.       EXPENSE  REIMBURSEMENT.  The  Company  will  reimburse  Bartoletta  for
         business  expenses  he incurs on its behalf  from and after the Closing
         Date  in  his  capacity  as  a  Consultant,   provided,  however,  that
         Consultant shall not incur any such business expenses without the prior
         written approval of the Company.

7.       BENEFIT PLANS.  The Company shall,  whether pursuant or supplemental to
         its existing  employee  benefit  plans,  provide to  Bartoletta,  for a
         period of five (5) years from the Closing Date,  the same or comparable
         health insurance arrangements in which he currently participates.

                                      -2-
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8.       NON-COMPETITION.  For the  period  beginning  on the  Closing  Date and
         ending at the conclusion of the payments  referenced in Paragraph 4(a),
         Bartoletta  agrees that he will not directly or  indirectly  engage in,
         assist,  perform services for,  establish,  or have any equity interest
         (other than  ownership  of 1% or less of the  outstanding  stock of any
         corporation  listed  on the New York or  American  Stock  Exchanges  or
         included  in the  NASDAQ  National  Market  System)  in,  whether as an
         employee,   officer,   director,   agent,  security  holder,  creditor,
         consultant  or  otherwise,  any  entity or person  which  manufactures,
         markets or sells a beta  glucan  product in the United  States,  United
         Kingdom, Ireland, France, Italy, Germany, Saudi Arabia, the United Arab
         Emirates,  Egypt,  China,  India,  Vietnam,   Malaysia,   Thailand  and
         Australia.

9.       CONFIDENTIALITY.  Bartoletta and Justin agree that for a period of five
         years from the date of this Agreement, they will not, without the prior
         written consent of the Company,  directly or indirectly disclose to any
         individual,  corporation  or other  entity  (other  than the Company or
         Affiliates  or  their  respective  officers,   directors  or  employees
         entitled to such  information)  or use for their own or such  another's
         benefit,  any  information,  whether or not reduced to written or other
         tangible form, which (a) is not generally known to the public or in the
         industry;   (b)  has  been  treated  by  the  Company   Affiliates   as
         confidential or proprietary; and (c) is of competitive advantage to the
         Company or any of its Affiliates (such information being referred to in
         this paragraph as "Confidential Information"). Confidential Information
         which becomes  generally known to the public without  violation of this
         Agreement  shall  cease  to be  subject  to the  restrictions  of  this
         paragraph.

10.      COVENANTS  GENERALLY.  The  parties  agree  and  acknowledge  that  the
         duration,  scope and geographic  areas  applicable to the covenants set
         forth in paragraphs 8 and 9 of this Agreement are fair,  reasonable and
         necessary  and  that  adequate   compensation   has  been  received  by
         Bartoletta  and  Justin for these  obligations.  If,  however,  for any
         reason any court determines that the restrictions in this Agreement are
         not  reasonable,  that  the  consideration  to  Bartoletta  and  Justin
         therefore is  inadequate or that  Bartoletta  has been  prevented  from
         earning a livelihood, such restrictions shall be deemed without further
         action by the  parties to be  interpreted,  modified  or  rewritten  to
         include  as much of the  duration,  scope and  geographic  area of such
         restrictions as are valid and enforceable.

11.      NON-DISPARAGEMENT.

         a.       Bartoletta  agrees  that he shall  not  make  any  disparaging
                  statements   about  the  Company  or  its  Affiliates  or  the
                  directors, officers or employees of any of them; provided that
                  the  provisions  of this  clause  shall not apply to  truthful
                  testimony   as  a  witness,   compliance   with  other   legal
                  obligations,  or truthful  assertion of or defense against any
                  claim  of  breach  of  this  Agreement,  or  to  his  truthful
                  statements  or  disclosures  to officers or  directors  of the
                  Company,  and  shall  not  require  Bartoletta  to make  false
                  statements or disclosures.

         b.       The  Company  and Vyta  agree  that  neither  they  nor  their
                  directors,  officers,  nor  employees  of the  Company nor any
                  spokesperson  for  any of  them  shall  make  any  disparaging
                  statements about Justin and/or  Bartoletta;  provided that the
                  provisions   of  this  clause  shall  not  apply  to  truthful

                                      -3-
<PAGE>

                  testimony   as  a  witness,   compliance   with  other   legal
                  obligations,  truthful  assertion  of or defense  against  any
                  claim of breach of this  Agreement or truthful  statements  or
                  disclosures  to  Bartoletta,   and  shall  not  require  false
                  statements or disclosures to be made.

         c.       The parties  agree that the Company may issue a press  release
                  regarding this Agreement,  which shall be approved  jointly by
                  the Company and Bartoletta.

12.      RELEASES.  Except for a claim based upon a breach of this Agreement and
         the performance of the obligations  contained  herein,  effective as of
         the Closing  Date  Bartoletta  and Justin  shall  release the  Released
         Parties (as  defined  below),  and the  Company and VYTA shall  release
         Bartoletta and Justin, from any and all claims, suits, demands, actions
         or  causes of action  of any kind or  nature  whatsoever,  whether  the
         underlying facts are known or unknown, which Bartoletta,  Justin or the
         Released Parties have or now claim, or might have or claim,  pertaining
         to or arising  out of  Bartoletta's  employment  by the  Company or his
         separation  therefrom,  or any  breach  or  non-performance  under  the
         Operating  Agreement,  or under any local, state or federal common law,
         statute,  regulation or ordinance,  including without  limitation those
         claims  dealing  with  employment  discrimination,   including  without
         limitation,  Title VII of the Civil Rights Act of 1964, as amended,  42
         U.S.C.ss.2000e ET SEQ., 42  U.S.C.ss.1981,  Americans with Disabilities
         Act, or claims for breach of contract,  for breach of  fiduciary  duty,
         for misrepresentation, for defamation, for wrongful discharge under the
         common law of any state,  for  infliction of emotional  distress or for
         any other tort under the common law of any state.  This  release  shall
         run to and be  binding  upon  the  Company,  Vyta  and  each  of  their
         Affiliates,  and all  predecessors,  successors and assigns thereof and
         each of their members, trustees,  shareholders,  partners,  principals,
         members,   directors,   officers,   trustees,   employees,  agents  and
         attorneys, past or present, and all predecessors, successors, heirs and
         assigns thereof (collectively,  "Released Parties"). This release shall
         also run to and be binding  upon  Bartoletta,  Justin and each of their
         Affiliates,  and all  predecessors,  successors and assigns thereof and
         each of their members, trustees,  shareholders,  partners,  principals,
         members,   directors,   officers,   trustees,   employees,  agents  and
         attorneys, past or present, and all predecessors, successors, heirs and
         assigns thereof.

13.      COVENANT  NOT TO SUE.  To the  maximum  extent  permitted  by law,  the
         Company,  Vyta,  Bartoletta  and  Justin  covenant  not  to  sue  or to
         institute or cause to be instituted any action in any federal, state or
         local  agency or court  against the other party  regarding  the matters
         covered by the  release  contained  in  paragraph  12 above  (except to
         enforce the terms of this  Agreement).  If any party breaches the terms
         of the release and covenant not to sue, then the aggrieved  party shall
         be entitled to recover its costs,  including reasonable attorneys' fees
         incurred in defending such action.

14.      SPECIFIC  ENFORCEMENT.  Bartoletta  and Justin agree that any breach by
         them of  paragraphs  8  through  11 of this  Agreement  will  cause the
         Company great injury which will be  difficult,  if not  impossible,  to
         measure and that such  injury will be  immediate  and  irreparable  for
         which the Company  will have no adequate  remedy at law.  Consequently,
         Bartoletta  and Justin  agree that any  material  breach by them of the
         foregoing  paragraphs 8 through 11 of this Agreement  shall entitle the
         Company  to  injunctive  relief,  provided  that if a  material  breach

                                      -4-
<PAGE>

         occurs,  the Company  shall notify  Bartoletta or Justin of such breach
         and  Bartoletta  or  Justin  may,  if  possible,  attempt  to cure such
         material breach.

15.      COMPANY  PROPERTY.  Upon  execution of this  Agreement,  Bartoletta and
         Justin  shall  return all of the  Company's  personal  property  to the
         Company,  including all Confidential Information,  books and records of
         the  Company,   check  books,  debit  cards,   credit  cards,   account
         statements,  passwords to bank  accounts,  bank cards or other accounts
         and any other property of the Company or its Affiliates.

16.      DEFAULT.  If any payment to be made under this Agreement by the Company
         and/or  VYTA is not paid  within 30 days after it has become  due,  the
         Company will pay interest on such unpaid amount at the Company's in the
         amount of 11 percent  per annum.  In the event a default by the Company
         and/or VYTA occurs for more than 60 days,  Justin and/or Bartoletta may
         bring an action  against the Company  and/or VYTA, in either Georgia or
         Florida.

17.      MODIFICATION.  No  modification of this Agreement shall be valid unless
         signed by the party  against  whom  such  modification  is sought to be
         enforced.

18.      LEGAL  COUNSEL.  Bartoletta  and  Justin  acknowledge  that  they  have
         carefully  read and fully  understand  the terms and provisions of this
         Agreement and all of their rights and obligations thereunder,  have had
         an  opportunity  to be  represented  by legal counsel of their choosing
         prior to executing this Agreement  which contains a general release and
         waiver and that their execution of this Agreement is voluntary.

19.      NO  ADMISSION.  The  parties  agree that  neither  this  Agreement  nor
         performance  hereunder  constitutes  an  admission  by any party of any
         violation of any federal,  state or local law, regulation,  common law,
         of any breach of any contract or any other wrongdoing of any type.

23.      ENTIRE  AGREEMENT.  This instrument  constitutes  the entire  agreement
         between the parties.

24.      SEVERABILITY. If any provision, section, subsection or other portion of
         this   Agreement   shall  be  determined  by  any  court  of  competent
         jurisdiction  to be invalid,  illegal or  unenforceable  in whole or in
         part,  and such  determination  shall become final,  such  provision or
         portion  shall be  deemed to be  severed  or  limited,  but only to the
         extent required to render the remaining provisions and portions of this
         Agreement enforceable. This Agreement as thus amended shall be enforced
         so as to give effect of the intention of the parties insofar as that is
         possible. In addition,  the parties hereby expressly empower a court of
         competent  jurisdiction  to  modify  any  term  or  provision  of  this
         Agreement to the extent  necessary  to comply with  existing law and to
         enforce this Agreement as modified.

25.      GOVERNING LAW. This Agreement shall be construed in accordance with the
         laws of the State of Georgia.

                                      -5-
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26.      COUNTERPARTS.  This  Agreement may be signed in multiple  counterparts,
         each of which shall be deemed to be an original for all purposes.


         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date first above written.




                     BIOAGRA, LLC


                     By:
                        ------------------------------------------------------
                     Printed Name:
                                  --------------------------------------------
                     Its:
                         -----------------------------------------------------


                     VYTA CORP.


                     By:
                        ------------------------------------------------------
                     Printed Name:
                                  --------------------------------------------
                     Its:
                         -----------------------------------------------------


                     JUSTIN HOLDINGS, INC.


                     By:
                        ------------------------------------------------------
                     Printed Name:
                                  --------------------------------------------
                     Its:
                         -----------------------------------------------------




                     ---------------------------------------------------------
                     Name: Neal Bartoletta


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