Exhibit 10.1

                   AMENDED ASSET PURCHASE & ROYALTY AGREEMENT

     THIS AMENDED ASSET PURCHASE & ROYALTY AGREEMENT  ("Agreement") effective as
of the 28th day of December,  2007,  amends the AGREEMENT  dated the 13th day of
February,  2007, by and between DAYCON  INVESTORS  ASSOCIATES,  INC.,  AMERICARE
NUTRITIONAL  DIVISION,  ("AMERICARE"  or  "Seller") a Florida  corporation  (the
"Seller") and CAVIT SCIENCES, INC., a Florida corporation ("CAVIT").

                              W I T N E S S E T H:

     WHEREAS,  Seller  desires  to sell and CAVIT  desires to  purchase  certain
assets of the  Seller  comprising  Seller's  proprietary  formulas  and know how
regarding the treatment of various ailments or conditions.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
representations and warranties contained in this Agreement, the parties hereunto
agree as follows:

SECTION 1. SALE AND PURCHASE OF ASSETS.

     1.1  Transfer of Assets.  Upon the terms and subject to the  conditions  of
this Agreement,  CAVIT,  will at the Closing (as hereinafter  defined),  acquire
from Seller the following  assets  (collectively,  the "Assets")  comprising the
Assets:

     (a)  A variety of developed food supplements and other products, containing
          certain   formulas  and   ingredients,   which  enhance  certain  body
          conditions,  including,  but not limited to;  heart  disease,  cancer,
          diabetes,   obesity,    hypertension,    stress,   arterial   buildup,
          cardiovascular diseases, menopausal symptoms and cholesterol;

     (b)  Certain testing results, research,  documentation and testimonials, in
          the possession of AMERICARE, relating to (a) above, if available;

     (c)  Certain records,  correspondence and all other documents,  records and
          files, in the possession of AMERICARE, which pertain to the Assets, if
          available;

     (d)  All know how regarding the manufacture,  packaging,  marketing,  sales
          and distribution, in the possession of AMERICARE, which pertain to the
          Assets;

     (e)  The  right of first  refusal  on all  other  medical,  herbal  or food
          supplement products acquired, designed or manufactured by AMERICARE to
          acquire such additional products, within a to be agreed upon period of
          time;

     (f)  Availability  of Dr.  D'Angelo for  questions,  advice and  consulting
          during  reasonable   business  hours,  at  times  convenient  for  Dr.
          D'Angelo, which pertains to the Assets;

     (g)  Use of the  Americare  logo on CAVIT's  documentation,  marketing  and
          promotional materials, website and products.
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     1.2  Excluded  Assets.  No assets will be  transferred  to CAVIT  except as
provided in Section 1.1 above.

SECTION 2. NO ASSUMPTION OF LIABILITIES.

     From and after the  Closing,  CAVIT  shall not assume nor be liable for any
liabilities of Seller, whether contingent or otherwise,  and whether or not such
liabilities  are  reflected on the books or records of Seller on the date hereof
or on the Closing Date.

SECTION 3. PURCHASE PRICE.

     3.1 The Purchase  Price.  The purchase price to be paid by CAVIT for all of
the Assets (the "Purchase Price") will be two hundred fifty thousand  ($250,000)
dollars in the form of a note  payable to  Seller,  a copy of which is  attached
hereto as Exhibit B and incorporated herein by reference. This note payable will
be paid to Seller in cash by wire  transfer of funds into an account  designated
by Seller  pursuant to the terms of Exhibit B, based on CAVIT's ability to raise
funds on a best efforts basis.

     3.2 Allocation of Purchase  Price.  The parties have agreed to allocate the
total Purchase  Price of $250,000 as the value of the Assets.  The parties agree
that  any tax  returns  or  other  tax  information  that  may be  filed  in the
government  agency shall be prepared and filed  consistent with such allocation.
CAVIT and Seller will upon written request to the other,  provide the requesting
party with those  portions of the  appropriate  internal  revenue  service forms
which may be required by the requesting  party in connection with an examination
of the requesting party's tax returns.

     3.3  Additional  Purchases.  Cavit has agreed to pay  $25,000  per  product
formula, for product formulas ("Additional Product Formulas") in addition to the
Assets  listed in section 1.1 (a) above,  that the parties have  identified  and
agreed to. The $25,000 fee for each Additional  Product Formula is to be paid by
Cavit to Seller in advance of the  product  formula  being  released to Cavit by
Seller.  Seller  represents  and warrants to Cavit that the  Additional  Product
Formulas 1) have not been sold or marketed  by any other  individual  or entity,
including Seller, to the best of Seller's knowledge, 2) have been developed with
medical  contributions  of  approximately  150 doctors  and 3) have  resulted in
enhancement of the related body conditions, as reported to Seller by doctors and
individuals  who have taken the  Additional  Product  Formulas as recommended by
Seller.  Upon release of each Additional Product Formula to Cavit by Seller, Dr.
Joseph P. D'Angelo  shall warrant the  formulation  ingredients  and efficacy in
writing, on behalf of Seller.

SECTION 4. ROYALTY FEES.

     4.2 Royalty on Net Sales. The royalty rate applicable to each Product shall
be 10% of Net Sales  received  by Cavit,  of each  Product,  payable by CAVIT to
Seller.

     4.3 Term.  "Royalty Term" shall mean, with respect to a particular Product,
the period of time beginning upon the date of Commercial Launch of such Product,
and ending upon the termination of the sale of the Product by CAVIT.

     4.4 Royalty Payments and Reports. All amounts payable to Seller pursuant to
Section 4 shall be paid in U.S.  Dollars  within fifteen (15) days after the end
of the  calendar  quarter  in which the Net  Sales  giving  rise to the  royalty
payment  obligation  were achieved,  except as otherwise  specifically  provided
herein.  Each  payment of  royalties  due to Seller  shall be  accompanied  by a
statement.

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SECTION 5. REPRESENTATIONS AND WARRANTIES OF SELLER.

     Seller makes the representations and warranties to CAVIT set forth below.

     5.1 Due  Incorporation.  Seller is a corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Florida.

     5.2  Corporate  Power of Seller.  Seller has the full legal right and power
and all authority and approval required to enter into,  execute and deliver this
Agreement and to perform fully its obligations hereunder.

     5.3 Due Authority.  Seller has all power and authority  necessary to enable
it to carry out the transactions  contemplated by this Agreement.  The execution
and  delivery  of  this  Agreement  and  the  consummation  of the  transactions
contemplated by it have been authorized by all necessary corporate action on the
part of Seller.  This  Agreement  is a valid and  binding  agreement  of Seller,
enforceable  against Seller in accordance with its terms.  Neither the execution
and  delivery  of  this  Agreement  by  Seller  nor  the   consummation  of  the
transactions contemplated by this Agreement will violate, result in a breach of,
or constitute a default under,  any agreement or instrument to which Seller is a
party or by which Seller is bound, or any order, rule or regulation of any court
or governmental agency having jurisdiction over Seller.

     5.4 No Consents.  No  governmental  filings,  authorizations,  approvals or
consents are required to permit Seller to fulfill all of its  obligations  under
this Agreement.

     5.5 No Breach.  The execution,  delivery and  performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby  will  not (i)
violate any  provision  of the Articles of  Incorporation  or By-Laws of Seller;
(ii)  violate,  conflict  with or result  in the  breach of any of the terms of,
result in a material modification of, otherwise give any other contracting party
the right to terminate,  or constitute (or with notice or lapse of time or both)
a default  under any  contract or other  agreement  to which  Seller is a party;
(iii)  violate any order,  judgment,  injunction,  award or decree of any court,
arbitrator or governmental  or regulatory body against,  or binding upon Seller,
or upon the properties or business of Seller;  or (iv) violate any statute,  law
or regulation of any jurisdiction applicable to Seller.

     5.6 Compliance with Laws.  Seller has complied in all material aspects with
all federal, state, county and local laws, ordinances, regulations, inspections,
orders,  judgments,  injunctions,  awards  or  decrees  applicable  to  Seller's
business.

     5.7 Actions  and  Proceedings.  There is no  outstanding  order,  judgment,
injunction,  award or decree of any court,  governmental  or regulatory  body or
arbitration  tribunal  against or  involving  the  Seller in  respect  of, or in
connection  with, this  transaction.  There is no action,  suit, claim or legal,
administrative  or  arbitration  proceeding  or, to the best knowledge of Seller
after due  inquiry,  any  investigation  (whether or not the defense  thereof or
liabilities in respect thereof are covered by insurance) pending or, to the best
knowledge of Seller, in respect of or in connection with this transaction.

     5.8 Brokers' Fees.  Neither seller nor its affiliates have any liability or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the transactions contemplated by this Agreement for which CAVIT could
become liable or obligated.

     5.9 Non-Compete Clause.  Seller agrees not to compete with Cavit during the
term of this Agreement.

                                       3
<PAGE>
SECTION 6. REPRESENTATIONS AND WARRANTIES OF CAVIT.

     CAVIT represents and warrants to Seller as follows:

     6.1 Due  Incorporation.  CAVIT is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Florida.

     6.2 Corporate Power of CAVIT.  CAVIT has the full legal right and power and
all  authority  and  approval  required to enter into,  execute and deliver this
Agreement and to perform fully its obligations hereunder.

     6.3 Due Authority. CAVIT has all power and authority necessary to enable it
to carry out the transactions  contemplated by this Agreement. The execution and
delivery of this Agreement and the consummation of the transactions contemplated
by it have been  authorized  by all  necessary  corporate  action on the part of
CAVIT,  including shareholder  approval, if required.  This Agreement is a valid
and binding agreement of CAVIT, enforceable against CAVIT in accordance with its
terms.  Neither the  execution  and delivery of this  Agreement by CAVIT nor the
consummation  of the  transactions  contemplated by this Agreement will violate,
result  in a breach  of,  or  constitute  a  default  under,  any  agreement  or
instrument  to which CAVIT is a party or by which CAVIT is bound,  or any order,
rule or regulation of any court or governmental  agency having jurisdiction over
CAVIT.

     6.4 No Breach.  The execution,  delivery and  performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby  will  not (i)
violate any provision of the Articles of Incorporation or By-Laws of CAVIT; (ii)
violate, conflict with or result in the breach of any of the terms of, result in
a material modification of, otherwise give any other contracting party the right
to terminate,  or constitute (or with notice or lapse of time or both) a default
under any contract or other  agreement to which CAVIT is a party;  (iii) violate
any order,  judgment,  injunction,  award or decree of any court,  arbitrator or
governmental  or  regulatory  body against,  or binding upon CAVIT,  or upon the
properties or business of CAVIT; or (iv) violate any statute,  law or regulation
of any jurisdiction applicable to CAVIT.

     6.5 Brokers' Fees.  Neither CAVIT nor its affiliates  have any liability or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the transactions  contemplated by this Agreement for which the Seller
could become liable or obligated.

SECTION 7. CLOSING ITEMS.

     7.1 CAVIT  Deliveries.  At  Closing,  CAVIT  shall  deliver  to Seller  the
following documents:

     (a)  a note  payable  for two hundred  fifty  thousand  ($250,000)  dollars
          payable by CAVIT to Seller;

     (b)  a  "certified  copy of a  resolution  of  CAVIT'  Board  of  Directors
          authorizing  the  execution  and  delivery of this  Agreement  and the
          purchase of the assets; and

     (c)  other purchase documents: all such documents and instruments as Seller
          may  reasonably  request in connection  with the  consummation  of the
          transaction contemplated by this Agreement.

     7.2 Seller's  Deliveries.  At Closing,  Seller  shall  deliver to CAVIT the
following documents:

                                       4
<PAGE>
     (a)  a Bill of Sale for the Assets in the form of Exhibit A attached hereto
          and incorporated herein by reference, executed by Seller;

     (b)  a  certified  copy of a  resolution  of  Seller's  Board of  Directors
          authorizing  the 1.  execution and delivery of this  Agreement and the
          purchase of the Assets; and

     (c)  other purchase documents:  all such documents and instruments as CAVIT
          may  reasonably  request in connection  with the  consummation  of the
          transaction contemplated by this Agreement.

SECTION 8. INDEMNIFICATION.

     8.1  Indemnification  by Seller.  Seller shall indemnify,  defend, and hold
CAVIT  and its  representatives,  successors,  and  assigns,  harmless  from and
against any and all damage,  loss,  judgments,  or  liability  and all  expenses
(including  reasonable  attorneys'  fees)  incurred  by any  of the  above-named
persons, resulting from or in connection with:

     (a)  the Assets prior to the Closing Date, or

          a.   any material breach by Seller or any  representation  or covenant
               made by  Seller  in,  or any  obligation  of  Seller  under  this
               Agreement.

     8.2  Indemnification  by CAVIT.  CAVIT shall  indemnify,  defend,  and hold
Seller and its  representatives,  successors,  and  assigns,  harmless  from and
against any and all damage,  loss,  judgments,  or  liability  and all  expenses
(including  reasonable  attorneys'  fees)  incurred  by any  of the  above-named
persons, resulting from or in connection with:

     (a)  any material breach by CAVIT or any representation or covenant made by
          CAVIT in, or any obligation of CAVIT under this Agreement.

SECTION 9. TERM AND TERMINATION

     9.1 Term. This Agreement  shall become  effective on the Effective Date and
shall remain in effect,  unless earlier  terminated  pursuant to this Section 9,
with  respect  to each  Product  until the  expiration  or  termination  of this
Agreement.

     9.2 Termination for Breach.

     (a)  Notice.  If either Party believes that the other is in material breach
          of this  Agreement  with  respect to one or more  terms or  conditions
          hereof, then the Party holding such belief (the "Non-breaching Party")
          may  deliver  written  notice of such  breach to the other  Party (the
          "Notified  Party").  The Notified Party shall have thirty (30) days to
          cure such breach to the extent  involving  non-payment  of amounts due
          hereunder,  and thirty  (30) days to either  cure such  breach for all
          other  material  breaches,  or,  if  cure of such  breach  other  than
          non-payment  cannot  reasonably  be effected  within such  period,  to
          deliver to the  Non-breaching  Party a plan  reasonably  calculated to
          cure such breach within a timeframe that is reasonably prompt in light
          of the  circumstances  then prevailing.  Following  delivery of such a
          plan,  the notified Party shall devote  Diligent  Efforts to carry out
          the plan and cure the breach.

                                       5
<PAGE>
     (b)  Failure to Cure. If the Notified Party fails to cure a material breach
          of this Agreement as provided for in Section 9.2(b), the Non-breaching
          Party may  terminate  this  Agreement  either in its  entirety or with
          respect to one or more  Products  upon written  notice to the Notified
          Party.

     9.3 Termination for Bankruptcy/Insolvency.  Either Party may terminate this
Agreement  (i) if, at any time,  the  other  Party  files in any court or agency
pursuant to any  statute or  regulation  of any state or country,  a petition in
bankruptcy or insolvency or for  reorganization or for an arrangement or for the
appointment  of a receiver or trustee of Party or of its assets,  or (ii) if the
other Party  proposes a written  agreement  of  composition  or extension of its
debts,  or (iii) if the  other  Party is  served  with an  involuntary  petition
against  it,  filed  in any  insolvency  proceeding,  and such  petition  is not
dismissed within sixty (60) days after the filing thereof,  or (iv) if the other
Party proposes or is a party to any  dissolution or  liquidation,  or (v) if the
other Party makes an assignment for the benefit of creditors.

     9.4 Seller's  Rights upon Certain  Terminations  of the  Agreement or as to
Certain Assets or Products.  If Seller  terminates  this  Agreement  pursuant to
Section 9.2 for CAVIT's material breach of this Agreement,  in whole or in part,
then:

     (a)  Reverted Products.  All Assets and Products shall thereafter be deemed
          to be  "Reverted  Products"  and shall  become  the sole  property  of
          Seller.

     (b)  Trademark License. After the applicable termination of this Agreement,
          CAVIT  shall   immediately   discontinue   all  use  of  the  Seller's
          intellectual  property,  including any  trademarks  or service  marks.
          CAVIT shall execute any  documents  required to assign its interest in
          and to seller's intellectual property, and any goodwill that CAVIT has
          acquired or developed in any of the foregoing, to Seller.

     9.5 CAVIT's Rights upon Certain Terminations of the Agreement. If CAVIT has
used its best efforts to raise equity  capital  following  the execution of this
Agreement but is unable to raise equity  capital in an amount  sufficient to pay
the  $250,000  note  payable to Seller on the note's  term,  then CAVIT shall be
released  from all  liability  under said note payable or  otherwise  under this
Agreement  and all Assets and  Products  shall  revert  back to Seller and shall
become the sole property of Seller,  with no continuing  rights therein in favor
of CAVIT.

SECTION 10.  FURTHER  ASSURANCES.  The parties shall execute such  documents and
other  papers and take such  further  actions as may be  reasonably  required or
desirable to carry out the provisions  hereof and the transactions  contemplated
hereby.  In addition and following the Closing,  CAVIT and Seller shall grant to
the other  reasonable  access to the books and records of the  Business so as to
permit, if necessary,  the filing of tax returns, audits of tax returns or other
bona fide purposes.

SECTION 11. MISCELLANEOUS.

     11.1 Notices.  Any notice of other  communication  required or which may be
given  hereunder  shall  be  in  writing  and  shall  be  delivered  personally,
telegraphed,  telexed,  sent by  facsimile  transmission  or sent by  certified,
registered,  or express mail,  postage prepaid and shall be deemed given when so
delivered personally,  telegraphed, telexed or sent by facsimile transmission or
if mailed, four (4) days after the date of mailing, as follows:

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If to Seller:       Daycon Investors Associates, Inc.
                    Americare Nutritional Division
                    20 NW 181st Street
                    Miami, Florida 33169
                    Attention:  Dr. Joseph P. D'Angelo, CEO
                    (305) 651-0690 FAX

If to CAVIT:        Cavit Sciences, Inc.
                    20 NW 181st Street
                    Miami, Florida   33169
                    Attention:  Colm J. King, CEO
                    FAX: to be supplied

Any party may by  notice  given in  accordance  with this  Section  to the other
parties designate another address or person for receipt of notice hereunder.

     11.2 Entire Agreement.  This Agreement  (including the Exhibits hereto) and
any collateral  agreements  executed in connection with the  consummation of the
transactions  contemplated herein contain the entire agreement among the parties
with  respect  to the  subject  matter  hereof  and  related  transactions,  and
supersede all prior agreements, written or oral, with respect thereto.

     11.3  Waivers and  Amendments.  This  Agreement  may be amended,  modified,
superseded,  cancelled, renewed or extended, and the terms and conditions hereof
may be waived,  only by a written  instrument  signed by the  parties or, in the
case of a waiver, by the party waiving compliance.

     11.4 Remedies Not Exclusive.  The rights and remedies  herein  provided are
cumulative  and are not exclusive of any rights or remedies  which any party may
otherwise  have at law or in equity.  The rights and remedies of any party based
upon,  arising out of or otherwise in respect of any  inaccuracy in or breach of
any representation,  warranty, covenant or agreement contained in this Agreement
shall in no way be limited  by the fact that the act,  omission,  occurrence  or
other state of facts upon which the claim of any  inaccuracy  or breach is based
may also be the subject matter of any other representation,  warranty,  covenant
or agreement  contained in this Agreement (or in any other agreement between the
parties) as to which there is no inaccuracy or breach.

     11.5  Governing  Law.  This  Agreement  shall be governed and  construed in
accordance  with the laws of the State of Florida  applicable to agreements made
and to be performed entirely within such state and jurisdiction shall be in Palm
Beach County, Florida.

     11.6 Exhibits:  The exhibits to this Agreement are a part of this Agreement
     as if set forth in full herein.

     11.7 Headings.  The headings in this  Agreement are for reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

     11.8  Severability.  If any term or  provision  of this  Agreement,  or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
determined by a court of competent  jurisdiction to be invalid or unenforceable,
the remainder of this Agreement or the  application of such term or provision to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable,  shall not be affected  thereby,  and each term and  provision of
this Agreement  shall be valid and enforced to the fullest  extend  permitted by
law.

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     11.9  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  each of which when so executed, shall constitute an original copy
hereof,  but all of  which  together  shall  constitute  but  one  and the  same
document.

     11.10 No Assignment.  Other than such permitted assignment,  this Agreement
is not assignable except by operation of law, without the written consent of the
non-assigning parties which consent shall not be unreasonably withheld.

     11.12 Further  Assurances.  The parties  shall  execute such  documents and
other  papers and take such  further  actions as may be  reasonably  required or
desirable to carry out the provisions  hereof and the transactions  contemplated
hereby. In addition,  and following the Closing, CAVIT and Seller shall grant to
the other  reasonable  access to the books and records of the  Business so as to
permit, if necessary,  the filing of tax returns, audits of tax returns or other
bona fide purposes.

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

On behalf of:
Cavit Sciences, Inc


By: /s/ Colm J. King
   -------------------------------
Name:  Colm J. King
Title: President and CEO
Date:  December 28, 2007

On behalf of:
Daycon Investors Associates, Inc.
Americare Nutritional Division


By: /s/ Joseph P. D'Angelo
   -------------------------------
Name:  Dr. Joseph P. D'Angelo
Title: President and CEO
Date:  December 28, 2007

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<PAGE>
                                                                       EXHIBIT A

                              AMENDED BILL OF SALE

     KNOW ALL MEN BY THESE  PRESENTS  that DAYCON  INVESTORS  ASSOCIATES,  INC.,
AMERICARE   NUTRITIONAL   DIVISION,   a  Florida  corporation   ("Seller"),   in
consideration of that certain Asset Purchase  Agreement dated as of December 28,
2007 between CAVIT  SCIENCES,  INC., a Florida  corporation  ("Purchaser"),  and
Seller   (the   "Purchase   Agreement"),   and  for  other  good  and   valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, has
granted, conveyed, assigned, transferred and delivered to Purchaser and by these
presents does grant, convey, assign,  transfer and deliver to Purchaser,  all of
Seller's right, title,  interest and benefit in and to the Assets (as defined in
the  Purchase  Agreement)  free  and  clear of any and all  liabilities,  liens,
encumbrances, mortgages, security interests, pledges, restrictions and claims of
any kind or nature, contingent or otherwise, except as expressly provided in the
Purchase Agreement. If Purchaser is in default of attached Agreement or attached
Note, all Assets and Products shall revert back to Seller, pursuant to Section 9
of the Agreement.

     TO AND TO HOLD the same unto Purchaser, its successor and assigns forever.

     AND  Seller  does,  for  itself  and its  successors  and  assigns,  hereby
represents, warrants, covenants and agrees to and with Purchaser, its successors
and assigns,  that it is the lawful owner of the Assets; that they are free from
any  and  all  encumbrances,  except  as  expressly  provided  in  the  Purchase
Agreement;  that it has good and valid right to bargain, grant, transfer, convey
and deliver the same to Purchaser;  and that it will warrant and defend title to
the Assets,  unto  Purchaser,  its  successors  and assigns,  against the lawful
claims and demands of all persons whomsoever.

     Seller  hereby  constitutes  and appoints  Purchaser,  its  successors  and
assigns, the true and lawful attorney or attorneys of Seller, with full power of
substitution,  in the name of Purchaser or in the name of Seller,  but by and on
behalf of and for the sole benefit of Purchaser,  its successors and assigns, to
demand and receive from time to time any and all of the Assets, and from time to
time to institute and prosecute, in the name of Seller or otherwise, any and all
proceedings  at law, in equity or otherwise  which  Purchaser or its  successors
assigns may deem necessary or desirable in order to receive,  collect, assert or
enforce  any  claim,  right  or title  of any  kind in or to the  Assets  hereby
transferred, assigned and conveyed to Purchaser and to defend and compromise any
and all actions, suits or proceedings in respect thereof and to do all such acts
and things and execute any  instruments in relation  thereto as Purchaser or its
successors  or assigns  shall deem  advisable.  Seller agrees that the foregoing
appointment  made and the powers hereby granted are coupled with an interest and
shall be irrevocable by Seller or by its dissolution or in any manner or for any
reason.

     Seller  covenants  and agrees  that in the event that either (i) any of the
Assets  covered in this Bill of Sale  cannot be  transferred  or  assigned by it
without  the  consent of or notice to a third  party and in respect of which any
necessary  consent or notice has not as of the date of  delivery of this Bill of
Sale been given or obtained,  or (ii) any such Assets are nonassignable in their
nature and will not pass by this Bill of Sale, the beneficial interest in and to
the same will in any event pass to  Purchaser;  and Seller  covenants and agrees
(a) to hold, and hereby declare that it holds, such Assets in trust for, and for
the  benefit of,  Purchaser,  (b) to use all  reasonable  means to obtain and to

                                      A-1
<PAGE>
secure  such  consent  and give such notice as may be required to effect a valid
transfer or transfers of such Assets,  and (c) to make or complete such transfer
or transfers as soon as reasonably possible.

     Seller,  for itself and its successors and assigns,  further  covenants and
agrees  that it will at any time  and  from  time to  time,  at the  request  of
Purchaser,  its successors or assigns,  do, execute and deliver,  or cause to be
done, executed or delivered,  all such further acts, transfers,  assignments and
conveyances,  for the better assuring,  conveying and confirming unto Purchaser,
its successors or assigns,  full right, title, interest and benefit in or to the
Assets as Purchaser, its successors or assigns shall reasonably require.

     All of the terms and  provisions of this Bill of Sale shall be binding upon
Seller  and its  successors  and  assigns  and  shall  inure to the  benefit  of
Purchaser and its successors and assigns.

     IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be signed in its
name by its officer  thereunto  duly  authorized  and its  corporate  seal to be
hereunto affixed as of the 28th day of December 2007.

                                 DAYCON INVESTORS ASSOCIATES, INC.,
                                 AMERICARE NUTRITIONAL DIVISION


                                 By: /s/Joseph P. D'Angelo
                                    -----------------------------------------
                                    Dr. Joseph P. D'Angelo, President and CEO

                                      A-2
<PAGE>
                                                                       Exhibit B

                                  AMENDED NOTE

                                DECEMBER 28, 2007

1. BORROWER'S PROMISE TO PAY

     In consideration for the sale, assignment and transfer of certain assets to
the undersigned by Daycon Investors Associates, Inc. ("Holder") pursuant to that
certain  Amended  Asset  Purchase & Royalty  Agreement  dated as of December 28,
2007,  we  ("Maker")  promise  to pay U.S.  $250,000.00  (this  amount is called
"principal"),  without  interest,  to the order of the  Holder  pursuant  to the
following terms:

     (a) $25,000 on or before January 4, 2008, as a result of Cavit's  financing
commitment.

     (b) 20% of gross amount of additional  financing  received by Cavit,  until
this $250,000 Note is paid in full.

2. BORROWER'S RIGHT TO PREPAY

     We have the right to make payments of principal at any time before they are
due.  A payment of  principal  only is known as a  "prepayment."  When we make a
prepayment, we will tell the Holder in writing that we are doing so.

3. BORROWER'S FAILURE TO PAY AS REQUIRED

     (A) DEFAULT

     If we do not pay the principal  balance of this Note on the date it is due,
we will be in default.

     (B) NOTICE OF DEFAULT

     If we are in default,  the Holder may send us a written  notice  telling us
that if we do not pay the  overdue  amount by a certain  date,  the  Holder  may
require us to pay  immediately  the full amount of principal  which has not been
paid.

     (C) PAYMENT OF HOLDER'S COST AND EXPENSES

     If the Holder  has  required  us to pay  immediately  in full as  described
above,  the Note Holder will have the right to be paid back by us for all of its
costs and  expenses  in  enforcing  this Note to the  extent not  prohibited  by
applicable law. Those expenses include, for example, reasonable attorney's fees.
Notwithstanding the foregoing, in the event that Maker is unable to raise equity
capital in an amount  sufficient to pay this Note in full on the maturity  date,
and Maker has used its best  efforts to raise such  equity  capital,  then Maker
shall execute  appropriate  assignments,  bills of sale, etc. necessary to cause
the assets  acquired from Holder by Maker to become the sole property of Holder,
whereupon  this Note  shall be  cancelled  and no money  shall be due from Maker
hereunder.

                                      B-1
<PAGE>
4. GIVING OF NOTICES

     Unless applicable law requires a different method,  any notice that must be
given to us under this Note will be given by  delivering  it or by mailing it by
first class mail to us at 20 NW 181st Street, Miami, Florida 33169.

5. NO RIGHT TO ASSIGN

     Holder may not assign or transfer this Note to any third party.

WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED.

Cavit Sciences, Inc.


By: /s/ Colm J. King
   -------------------------------
   Colm J. King, President

                                      B-2