EXHIBIT 2.4

ASSET PURCHASE AGREEMENT

regarding "Venice Beach"between Haleko Hanseatisches Lebensmittel Kontor GmbH & Co. OHG,
Weider Nutrition GmbH,and Hucke AG

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ASSET PURCHASE AGREEMENT

between

Haleko
Hanseatisches Lebensmittelkontor GmbH & Co. OHG, Holsteinischer Kamp 1, 22081 Hamburg, Germany, represented by Haleko Management GmbH which is represented by its executive
director Michael Krüger

referred
to as "Haleko" or the "Seller",

Weider
Nutrition GmbH, a corporation organized under the laws of Germany, with headquarters at Holsteinischer Kamp 1, 22081 Hamburg, Germany represented by Dr. Holger Iversen authorized
by power of attorney of 26 April 2003,

referred
to as "Weider Nutrition GmbH"

and

Hucke
AG, Ravensberger Straße 41, 32312 Lübbecke, represented by Dr. Ralf Ek authorized by power of attorney of 28 April 2003,

referred
to as the "Purchaser"

Haleko
and the Purchaser individually also referred to as the "Party", collectively also referred to as the
"Parties"

Preamble

§ 1  Sale and Purchase of Haleko Business Assets

Subject
to the terms and conditions hereof, the Seller sells to the Purchaser effective as of the Transfer Date as defined in § 5 (1) of this Agreement the
following assets concerning the Business and transfers title and possession thereof to the Purchaser. The Purchaser herewith accepts such sale and transfer.

The
assets to be sold and transferred hereunder (collectively referred to as the "Assets") shall comprise the following assets, in each
case as and to the extent they may exist on the Transfer Date:





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All assets not expressly provided for in § 1 (1) above, including but not limited to those assets listed in Schedule 4hereto (collectively referred to as the "Excluded Assets") are excluded from the sale
and transfer to the Purchaser.

§ 2  Supply and Customer Orders, Other Contracts

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§ 3  Employment Matters

It is the joint understanding of the Parties that this Agreement has to be considered as a partial transfer of an undertaking
(Teilbetriebsübertragung) according to Section 613a of the German Civil Code (referred to as the
"BGB") and other German rules of law, including but not limited to case law,

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relating
to the protection of employees' rights in case of a transfer of an undertaking. Thus, according to the understanding of the Parties the employees listed in Schedule 10(referred to as the
"Employees") will transfer as a matter of law from the Seller to
the Purchaser with effect from the Transfer Date unless the Employees object to such transfer.

In case and as far as the employment agreements of the Employees are not transferred by law from the Seller to the Purchaser, the Purchaser undertakes to offer
each of the Employees employment contracts as if their existing contract with the Seller would be transferred according to Section 613a BGB and will use its best efforts to ensure that the
offers are accepted by the Employees with effect from the Transfer Date.

In the event that one or more of the Employees objects to the transfer from the Seller to the Purchaser and/or do not accept the offer pursuant to
§ 3 (1) above, the Purchaser shall pay to the Seller a sum equivalent to three gross monthly salaries of the respective Employee, payable within one week after the
objection/non-acceptance becomes final.

In
case other employees of the Seller except for the Employees are transferred by law to the Purchaser, the Seller shall pay to the Purchaser a sum equivalent to three gross monthly
salaries of the respective employee, payable within one week after the transfer has been accepted by Seller and Purchaser or finally decided by a competent court.

§ 4  Purchase Price

The purchase price to be paid by the Purchaser to the Seller shall be paid according to the following terms and conditions:

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The
Purchase Price 3 shall be paid by the Purchaser to the Seller's account at Deutsche Bank, Bank Code: 200 700 00; Account-No.: 03 13 478 on 30 April 2003
(referred to as the "Payment Date"). The Purchase Price 1 shall be paid by the Purchaser to the Seller's account within 5 (in words: five)
business days following the receipt by the Purchaser of the update of Schedules 2, 3, 5, 6, and 8 hereto as of the Transfer Date (referred to as the
"Updates"). The Purchase Price 2 shall be paid by the Purchaser to the Seller's account within 90 (in words: ninety) days following the receipt
of the Updates by the Purchaser.

§ 5  Transfer Date, Delivery of Documents, Granting of Possession etc.

The
Seller and the Purchaser agree that title to the Assets shall pass to the Purchaser at the end of 30 April 2003/1 May 2003, 00:00 a.m., subject to
the condition precedent of the payment of the Purchase Price 3 in accordance with § 4 (2) (referred to as "Transfer
Date").

On
the Transfer Date, the Seller shall furnish to the Purchaser all transfer deeds, documents and other instruments, if any, including all deeds and documents necessary to effect the
transfer of the titles to and the rights resulting from the Assets to the Purchaser.

The
Seller shall procure that the Purchaser shall obtain undisturbed possession of the Assets as of the Transfer Date. The Purchaser undertakes to accept delivery of the Assets at the
premises of the Seller in Hamburg and Bleckede, respectively.

The
Seller shall inform the Purchaser about all payments received by the Seller with respect to the Receivables or otherwise (e.g. pursuant to § 2 (2) (a))
after the Transfer Date without undue delay, such payments shall be allocated to the respective customer order and shall be forwarded by the Seller to the Purchaser without undue delay once the
Purchase Price 2 has been paid in full. Under the condition precedents that the Purchase Price 2 is settled and the applicable VAT has been paid by the Purchaser to the
Sellerprovided that the competent tax authority has ruled that the Transaction is subject to VAT, the Seller hereby waives all and any rights of set-off and
retention with regard to such payments.

The
Purchaser shall list all deductibles for cash discounts and bonuses in a separate summary to be sent to the Purchaser on a monthly basis following the Transfer Date.

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If
and in so far as requested by the Purchaser and at his expense, a certified public accountant may review the accounts of the Seller related to the receivables.

The
Seller has written-off receivables which are transferred by this Agreement and claimed refund of the respective VAT from the tax office. With respect to such
Written-off Receivables the following shall apply:

If
and to the extent the Purchaser receives any payments for Written-off Receivables, the Purchaser shall pay to the competent tax office the VAT due as result of the
payments received by the Purchaser for such Written-off Receivables. If the Seller receives payments for such Written-off Receivables, the Seller shall transfer to the
Purchaser according to § 5 Subsection 4 of this Agreement only the net amount after deduction of the VAT amounts and shall pay to the competent tax office the VAT due as result of
the payments received for such Written-off Receivables.

Upon
request of Seller, which shall not be unreasonable, the Purchaser shall inform the Seller of the current status of all Written-off Receivables. The Purchaser will
provide such information by written statement which shall include (i) the name of the invoice recipient, (ii) the invoice no., (iii) invoice date, (iv) enforcement
measures, (v) the collected amountif anyand (vi) the VAT amount paid to the competent tax office of the Seller.

In
case the Purchaser informs the Seller of Receivables which turn out to be uncollectible within the meaning of § 17 Subsection 2 No. 1 Value Added Tax
Act (Umsatzsteuergesetz), the Seller will claim refund of the respective VAT from the tax office and pay such reclaimed VAT amounts to
the Purchaser in due course. Before such payment the Purchaser has to provide to the Seller a written statement which shall include (i) the name of the invoice recipient, (ii) the
invoice no., (iii) invoice date, and (iv) sufficient evidence that the relevant Receivable is uncollectible which will enable the Seller to claim of a refund of the respective VAT. In
case such refund of VAT is challenged in a field tax audit of the Seller, the Purchaser shall pay to the Seller the amount of VAT refunds which have to be paid back in course of the field tax audit.

§ 6  Seller's Services

To ensure a seamless transition of the Business from the Seller to the Purchaser, the Parties shall conclude the service agreement which is attached as Exhibit 11(referred to as the "Service Agreement") and which shall become effective as of the
Transfer Date.

§ 7  Representations and Warranties

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§ 8  Remedies

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§ 9  Guarantee of Weider Nutrition GmbH

As the parent company of the Seller, Weider Nutrition GmbH hereby warrants by way of an independent guarantee that the Seller will fulfill its obligations arising
from this Agreement.

§ 10  Final Provisions

All
notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered, sent by facsimile transmission (with
receipt confirmed and hard copy sent), sent by overnight courier (with delivery confirmed) or registered and certified mail (postage prepaid):





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or
to such other addresses as may hereafter be notified by either Party to the other.

Each
Party shall bear its own costs, fees and other expenses for legal or other advice arising from the negotiation, preparation and performance of this Agreement.

Save
to the extent required by law, if any, no announcement concerning the terms of or any matter contemplated by this Agreement or any other matter ancillary to it may be made prior to
the Transfer Date by or on behalf of the Parties to this Agreement except with the prior written consent of both Parties.

This
Agreement (including the Schedules hereto) represents the entire understanding of the Parties with respect to the subject matter hereof, and any previous statements, agreements or
understandings between the Parties regarding the subject matter hereof are superceded by this agreement. Any changes and/or amendments to this Agreementincluding this
provisionshall only be valid and binding if made in writing.

This
Agreement shall be governed by the laws of the Federal Republic of Germany, excluding the UN-Convention on the International Sale of Goods. The binding language of this
Agreement shall be English.

Should
any provision of this Agreement be entirely or partially invalid or unenforceable, or become so at a later date, the validity and enforceability of the remaining provisions of
this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be replaced by an appropriate provision which comes closest to the intention of the Parties or the object of
this

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Agreement,
or such provision which the Parties had agreed upon, had they included the matter in this Agreement. The same shall apply to omissions.

The
Parties shall keep this Agreement and all information obtained in its negotiation, execution and performance confidential and shall only make public announcements as to such
information or the contents of this Agreement upon mutual agreement. In particular, the Purchaser shall keep all
information regarding the Seller's other lines of business, including the food business, confidential and shall at no time use or make public such information.

The
above does not apply to any disclosure required under the applicable laws, by governmental regulatory bodies, under banking covenants or stock exchange regulations which a Party is
subject to. The contents of such disclosure will be communicated to the respective other Party or Parties after to the disclosure without undue delay.

Notwithstanding
the above, the Parties may disclose such information to their professional advisors, banks or other financiers that is necessary (i) for the execution and
completion of this Agreement and the transaction contemplated hereby or (ii) for the purpose of any discussions with their banks or other financiers, each upon the understanding that suitable
confidentiality obligations have been put in place prior to any such disclosure taking place.

All
information with respect or in relation to the Business received by the Seller after the Transfer Date (such as new customer orders, inquiries, complaints and other communications)
shall be immediately forwarded to the Purchaser.

Done
in Hamburg on 29 April 2003

|Haleko Hanseatisches Lebensmittelkontor
GmbH & Co. OHG
by: Michael Krüger |  | Hucke AG
by: Dr. Ralf Ek
|------------------------------------------------------------------------- |  | ------------------------
|Weider Nutrition GmbH
by Dr. Holger Iversen                               |  |                         

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