ex10_1.htm


    
      

    

    Exhibit
10.1

    


    PURCHASE
AGREEMENT

    


    THIS PURCHASE AGREEMENT
(“Agreement”) is made and entered into as of this 10th day of March, 2008
between NATURE VISION, INC.,
a Minnesota corporation (“Seller”), and NATZEL, LLC, a Minnesota
limited liability company, its successors and assigns (“Purchaser”). For purposes of
this Agreement, the term “Effective Date” shall mean
March 11, 2008.

    


    In
consideration of the covenants and agreements contained herein, the parties
agree as follows:

     

    
      
        	
                1.

              	
                Premises; Existing
      Leases.

              


      

       

    

    
      	
               
      

            	
              A.

            	
              Premises.
      Subject to compliance with the terms and conditions of this Agreement,
      Seller shall sell to Purchaser and Purchaser shall purchase from Seller
      the following (collectively, the “Premises”):

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      real property located at 4800 Quebec Avenue North, in the City of New
      Hope, County of Hennepin, State of Minnesota, depicted as the
      cross-hatched area in attached EXHIBIT
      A-1, and legally described in attached EXHIBIT
      A-2, consisting of approximately 3.42 acres of real property
      together with all easements, tenements, hereditaments, and appurtenances
      belonging thereto (the “Land”);

            


    

    


    
      	
               
      

            	
              2.

            	
              All
      buildings, structures and other improvements erected or placed on the
      Land, including, without limitation, an office/warehouse commercial
      building consisting of approximately 55,372 square feet (the “Improvements”);

            


    

    


    
      	
               
      

            	
              3.

            	
              All
      of the personal property situated in or about the Land and Improvements as
      of the Effective Date owned by Seller and used in connection with the
      operation, use or maintenance of the Land and Improvements which are
      listed on attached EXHIBIT
      A-3  ("Personal
      Property")

            


    

     

    
      
        	
                 
      

              	
                4.

              	
                The
      premises are not subject to any leases, licenses, or other rights to use
      or occupancy held by third parties.

              


      

       

    

    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              B.

            	
              Excluded
      Assets; Liabilities of
Seller.

            


    

    


    
      	
               
      

            	
              1.

            	
              Seller
      shall retain and not sell to Purchaser any personal property located on
      the Premises other than the Personal Property and fixtures and equipment
      which comprise a part of the Improvements (“Debris and Excluded
      Property”)  Prior to the Closing Date, Seller shall be
      responsible for removing and disposing of all Debris and Excluded Property
      from the Premises, including without limitation, all tanks, cans or
      containers for the use and/or storage of gasoline, oil, grease, petroleum
      products, cleaning supplies, chemicals, paint, paint thinners, solvents,
      and any other item included within the definition of Hazardous Materials
      (defined in Section 6.0. herein).

            


    

    


    
      	
               
      

            	
              2.

            	
              Except
      as specifically set forth herein, Purchaser shall not assume, pay, perform
      or discharge (or cause to be paid, performed or discharged) any
      liabilities, expenses, or other obligations of
  Seller.

            


    

    


    
      	
              2.

            	
              Purchase Price;
      Payment.

            


    

    


    
      	
               
      

            	
              A.

            	
              Purchase
      Price. The purchase price for the Premises shall be Two Million
      Four Hundred Thousand and No/100 Dollars ($2,400,000.00) Dollars (“Purchase
      Price”).

            


    

    


    
      	
               
      

            	
              B.

            	
              Payment.

            


    

    


    
      	
               
      

            	
              1.

            	
              Earnest
      Money. The sum of Fifty Thousand and No/i00 Dollars ($50,000.00)
      refundable earnest money (“Earnest Money”) shall be
      deposited by Purchaser with Commercial Partners, LLC
      (ATTN:  Sharon Ruane, Phone: 612-337-2472;  Fax:
      612-337-2471) (“Escrow
      Agent”) simultaneously with the execution  of this
      Agreement. The Earnest Money shall be placed and held by Escrow Agent in
      its commercial interest bearing account in accordance with the terms of
      this Agreement and shall be credited against the Purchase Price in favor
      of Purchaser at Closing. Any and all interest accruing on the Earnest
      Money pursuant to this Agreement shall be paid to Purchaser and shall
      accrue solely for Purchaser’s benefit. If Purchaser provides Seller with
      written notice of Purchaser’s waiver or satisfaction of all the conditions
      to closing set forth in Section 7 of this Agreement, then the Earnest
      Money shall be deemed non-refundable to Purchaser, except as otherwise
      provided in Sections 3.0., 5.B., 5.C., 14.A. or elsewhere in this
      Agreement.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.

            	
              Cash. The balance of the
      Purchase Price shall be paid (subject to prorations, reductions and
      credits as provided below) by wire transfer, certified or cashier’s check
      at the closing.

            


    

    


    
      	
              3.

            	
              Title To Be Delivered;
      Commitment; Survey; Title
Objections.

            


    

    


    
      	
               
      

            	
              A.

            	
              Title
      To Be Delivered. At Closing, Seller agrees to convey Marketable Fee
      Simple Title in the Premises. For purposes of this Agreement, the term
      “Marketable Fee Simple Title” means title to the Premises that, when
      acquired by Purchaser, will be insurable by the Escrow Agent under its
      standard ALTA (Form 10/17/92) Owner’s Title Insurance Policy, at standard
      rates and free and clear of all liens, encumbrances, easements, covenants,
      conditions and restrictions other than the Permitted Exceptions (defined
      herein).

            


    

    


    
      	
               
      

            	
              B.

            	
              Commitment. As soon hereafter as
      reasonably possible, Seller at its sole cost and expense shall cause to be
      issued and delivered to Purchaser a commitment (“Commitment”) covering
      the Premises issued by Escrow Agent wherein Escrow Agent agrees to issue
      to Purchaser upon the recording of the Deed (defined herein) and the
      conveyance documents described herein an ALTA (Form 10/17/92) Owner’s
      Title Insurance Policy, with standard coverage, in the full amount of the
      purchase price. The Commitment shall have an effective date after the date
      of this Agreement, shall be accompanied by copies of all recorded
      documents affecting the Premises, and shall include searches for real
      estate taxes and pending and levied special assessments. Seller shall
      deliver a copy of the Survey (defined herein) to Escrow Agent so that the
      initial Commitment may be amended or supplemented to contain any survey
      exceptions to title.

            


    

    


    
      	
               
      

            	
              C.

            	
              Survey.
      As soon hereafter as reasonably possible the Seller shall provide
      Purchaser with a copy of any survey in the Seller’s
      possession.  The , Purchaser at its sole cost and expense may
      obtain a current, properly certified ALTA/ACSM Land Title Survey of the
      Premises, (the “Survey”).

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              D.

            	
              Title
      Objections. Purchaser shall have until ten (10) days from the date
      it receives the latter of the Commitment or Survey (or any update or
      supplement thereto) to make its objections to matters disclosed in the
      Commitment or Survey (or any update or supplement thereto) in writing to
      Seller. Any exception disclosed in the Commitment or Survey (or any update
      or supplement thereto) and not timely objected to by Purchaser within the
      applicable ten (10) day period shall be deemed a “Permitted Exception”
      hereunder. Seller shall have until ten (10) days after it receives such
      objections to have the same removed or satisfied. If Seller shall fail to
      have such objections removed within that time, then Purchaser may, at its
      sole discretion, either (a) terminate this Agreement without any liability
      on its part and receive the Earnest Money (together with interest) back,
      or (b) waive such objections in writing and proceed to closing with the
      understanding that such uncured objections shall be deemed Permitted
      Exceptions at closing. Notwithstanding anything contained herein to the
      contrary, Seller shall be obligated to cure (i) mortgage or deed of trust
      financing or similar liens given for security or collateral purposes, (ii)
      state, federal or local tax liens or liens for the nonpayment of special
      assessments, and (iii) any other judgment liens or non-consensual liens
      (collectively, “Liens”), it being the understanding and agreement that any
      such Liens will be satisfied out of Seller’s proceeds at closing, if not
      sooner paid.

            


    

    


    
      	
              4.

            	
              Seller’s
      Property Information; Purchasers
      Inspections.

            


    

    


    
      	
               
      

            	
              A.

            	
              Seller’s
      Property Information. Concurrently with Seller’s acceptance and
      delivery of this Agreement to Purchaser, Seller shall deliver to
      Purchaser, at no cost to Purchaser, complete and accurate copies of any
      contracts, leases , licenses or other agreements pertaining to the
      Premises, including any amendments thereof, and copies of all permits,
      plats, authorizations, notices, consents, approvals, plans,
      specifications, surveys, engineering studies, analysis, soil test borings,
      environmental studies and other documentation pertaining to the physical
      condition, development and operation of the Premises and any other
      information reasonably requested by Purchaser (whether prepared by Seller,
      Seller’s agents or independent contractors, any governmental authority or
      agency, federal, state or local, or any other third party), to the extent
      that Seller has the same in its possession (“Property
      Information”).

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              B.

            	
              Purchaser’s
      Inspections. Purchaser, its
      counsel, accountants, agents and other representatives, shall have full
      and continuing access to the Premises and all parts thereof, as well as to
      such papers and documents of Seller that relate to the title, physical
      condition, development and operation of the Premises. Purchaser and its
      agents and representatives shall also have the right to enter upon the
      Premises at any time after the execution and delivery hereof for any
      purpose  reasonably related to the investigation of the physical
      condition of the Premises and fitness for the Purchaser’s intended use,
      including inspecting, surveying, engineering, test boring, performance of
      environmental tests and such other work as Purchaser shall consider
      appropriate and shall have the further right to make such inquiries of
      governmental agencies and utility companies, etc., and to make such
      feasibility studies and analyses as it considers appropriate (collectively
      the “Inspections”). Purchaser
      shall indemnify and hold harmless Seller from and against any liabilities
      or damages to persons or property arising from Purchaser’s entry onto the
      Premises hereunder, unless such liabilities or damages arise from the
      negligence or willful misconduct of Seller, and provided, however, that
      Purchaser’s indemnification and hold harmless obligations shall not apply
      to any liabilities or damages arising out of or in any way related to
      contaminated soil, asbestos, or other environmental hazards discovered
      during the Inspections and not introduced onto the Premises by Purchaser
      or its agents, employees or contractors.  The indemnity in this
      Article shall survive the termination or cancellation of this
      Agreement.  Purchaser's obligations under Article 4 are
      guarantied by the Guarantor indicated below, and the liability and
      obligations of the Guarantor will survive any cancellation or termination
      of this Agreement.

            


    

    


    
      	
              5.

            	
              Control of Premises;
      Condemnation.

            


    

    


    
      	
               
      

            	
              A.

            	
              Control
      of Premises. Until the Closing, except for Purchaser’s
      indemnification obligations set forth in Section 4.B. above, Seller shall
      have the full responsibility and the entire liability for any and all
      damages or injury of any kind whatsoever to the Premises, the Improvements
      thereon, and all persons, whether employees or otherwise, and all property
      from and connected to the Premises. Seller agrees to keep the Premises
      continually insured during the term of this Agreement under policies of
      (i) commercial general liability insurance with policy limits of not less
      than $1,000,000 per incident, and (ii) fire, hazard and all risk property
      insurance in amount equal to one hundred percent (100%) of the replacement
      value of the Improvements. Until the Closing, Seller shall have the full
      responsibility for the continued operation, maintenance and repair of the
      Premises, including leasing activity, provided, however, Seller shall not
      (i) enter into any new leases or any amendments, modifications, extensions
      or renewals of existing leases, or (ii) approve of any assignment or
      sublease of an existing lease, without the prior written consent of the
      Purchaser, which may be withheld in Purchaser’s sole
      discretion.

            


    

    


    
      	
               
      

            	
              B.

            	
              Condemnation.
      If, prior to Closing, the Premises shall be the subject of an action in
      eminent domain or a proposed taking by a governmental authority, whether
      temporary or permanent, Purchaser, at its sole discretion, shall have the
      right to terminate this Agreement upon notice to Seller without liability
      on its part by so notifying Seller and the Earnest Money (with interest)
      shall be refunded to Purchaser. If Purchaser does not exercise its right
      of termination, (I) any and all proceeds arising out of any such eminent
      domain or taking shall be held in trust by Seller for the benefit of
      Purchaser and paid to Purchaser at closing; and (ii) the “Premises” shall
      thereafter be defined to mean the Premises less the portion taken by
      eminent domain or condemnation. In no event shall the Purchaser be paid
      any amount in excess of the Purchase Price, all such excess shall be the
      property of the Seller .

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              C.

            	
              Casualty.
      If, prior to the closing, the Premises or the Improvements are materially
      damaged or destroyed, Purchaser, at its sole discretion, shall have the
      right to terminate this Agreement upon notice to Seller without liability
      on its part by so notifying Seller and the Earnest Money (with interest)
      shall be refunded to Purchaser. If the Premises or Improvements are not
      materially damaged or destroyed or Purchaser does not exercise its right
      of termination, Seller shall proceed forthwith to repair the damage to the
      Premises and Improvements and any and all proceeds arising out of such
      damage or destruction, if the same be insured, shall be held in trust by
      Seller for the benefit of such repair. In no event shall the Purchaser be
      paid any amount in excess of the Purchase Price, all such excess shall be
      the property of the Seller.

            


    

    


    
      	
              6.

            	
              Representations
      and Warranties by Seller. Seller hereby represents and warrants to
      Purchaser that:

            


    

    


    
      	
               
      

            	
              A.

            	
              (i)
      Seller is a duly organized and validly existing Minnesota corporation (ii)
      Seller is qualified to do business in the state in which the Premises are
      located, (iii) Seller as full right and authority to enter into this
      Agreement, (iv) each person signing on behalf of Seller is authorized to
      do so, (v) the execution and delivery of this Agreement by Seller will not
      constitute a default under any indenture, agreement, contract, mortgage or
      other instrument to which Seller is a party, (vi) Seller is not a “foreign
      person” as that term is defined under Internal Revenue Code Section
      1445(F)(3), and (vii) the sale of the Premises is not subject to any
      withholding requirements imposed by the internal Revenue Code, including,
      without limitation, Section
1445(F)(3).

            


    

    


    
      	
               
      

            	
              B.

            	
              Seller
      is the owner of good and marketable fee title to the Premises except the
      Permitted Exceptions, and will convey good and marketable fee simple title
      to the Premises, free and clear of any and all liens, mortgages, pledges,
      security interests, leases, charges, encumbrances, easements, joint
      ownerships, or restrictions of any kind, except for the Permitted
      Exceptions. There shall not be any labor or materials furnished to the
      Premises by or through Seller which shall remain unpaid as of
      Closing.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              C.

            	
              To
      the best knowledge of Seller, no toxic or hazardous substances or wastes,
      pollutants or contaminants (including, without limitation, asbestos, urea
      formaldehyde, the group of organic compounds known as polychlorinated
      biphenyls, petroleum products including gasoline, fuel oil, crude oil and
      various constituents of such products, and any other hazardous substance
      as defined in the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980 (“CERCLA”), 42 U.S.C. § 960 1-9657, as amended) have
      been generated, treated, stored, released, spilled or disposed of, or
      otherwise placed, deposited in or located on the Premises, except as
      disclosed in any environmental report delivered by Seller to Purchaser
      prior to the Effective Date.

            


    

    


    
      	
               
      

            	
              D.

            	
              To
      Seller’s best knowledge, no above ground or underground tanks, are located
      on or about the Premises, or have been located on or about the Premises
      and subsequently been removed or filled, except as disclosed in any
      environmental report delivered by Seller to Purchaser prior to the
      Effective Date.

            


    

    


    
      	
               
      

            	
              E.

            	
              To
      the best knowledge  of Seller there is no: litigation,
      proceeding, claim, or investigation, pending or, to Seller’s best
      knowledge and belief, threatened, and there is no contract or agreement to
      which Seller is currently a party, which, at or after Closing, would
      adversely affect the Premises or might result in a materially adverse
      effect on the Premises, nor Seller bankruptcy proceeding or assignment in
      favor of creditors that might affect the Premises or Purchaser’s rights
      with respect thereto. Seller has provided all unrecorded agreements of
      which it is aware, if any, affecting the Premises to Purchaser pursuant to
      Section 4 of
      this Agreement.

            


    

    


    
      	
               
      

            	
              F.

            	
              To
      the best knowledge of Seller,  the Premises are  in
      compliance with all applicable laws, ordinances, rules, regulations, and
      requirements of all governmental authorities having jurisdiction thereof,
      including, without limitation, those pertaining to zoning, subdivision,
      safety, fire and health, and Seller has not received any notice of
      non-compliance.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              G.

            	
              To
      Seller’s best knowledge, there is no action, suit, proceeding or
      investigation existing, pending, or threatened, before any agency, court,
      or other governmental authority, including eminent domain proceeding,
      which relates to the ownership, maintenance, operation, or condition
      (including environmental condition) of the
  Premises.

            


    

    


    
      	
               
      

            	
              H.

            	
              As
      of Closing there shall be no leases or possessory rights in favor of any
      party, service or maintenance contracts regarding any of the Premises,
      except for the Existing Leases and the
Lease.

            


    

    


    
      	
               
      

            	
              I.

            	
              There
      is no “well” (as defined in Minnesota Statutes § 1031.005, Subd. 21)
      located on the Premises.

            


    

    


    
      	
               
      

            	
              J.

            	
              There
      is no “individual sewage treatment system” (as defined in Minnesota
      Statutes § 115.55, Subd. 1(g)) located on the
  Premises.

            


    

    


    
      	
               
      

            	
              K.

            	
              Seller
      is not aware of any warranties that exist for the Improvements on the
      Premises, including, without limitation, the roof and any mechanical,
      electrical, plumbing, utility, fire sprinkler or HVAC systems serving the
      Improvements.

            


    

    


    The
knowledge of Seller, as used herein, shall refer only to the knowledge of David
Kolkind  and not to any other person, or employee, agent, contractor
or representative of Seller.

    


    The
representations and warranties set forth in this Section 6 shall be continuing
and shall be true and correct on and as of the Closing Date with the same force
and effect as if made at that time.

    


    Seller
will indemnify Purchaser, its successors and assigns, against and will hold
Purchaser, its successors and assigns, harmless from, any expenses or damages,
including reasonable attorneys’ fees and court costs, which Purchaser incurs
because of the breach of any of the above representations and warranties,
whether such breach is discovered before or after the Closing Date. Each of the
representations and warranties herein contained shall survive the Closing for
six months (6) months. Except as herein expressly stated, Purchaser is
purchasing the Premises based upon its own investigations and inquiry and is not
relying on any representation of Seller or other person; and is agreeing to
accept and purchase the Premises “AS IS, WHERE IS” subject only to the
conditions set forth in this Agreement and the express representations and
warranties contained in this Section 6 or elsewhere in this
Agreement.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Conditions
      to Closing. The closing of the
      transaction contemplated by this Agreement and all the obligations of
      Purchaser under this Agreement are subject to fulfillment, on or before
      the dates set forth below, of the following conditions
      precedent:

            


    

    


    
      	
               
      

            	
              A.

            	
              On
      or before the date that is twenty (20) business days after the Effective
      Date (the “Condition
      Date”), Purchaser shall have determined that the Commitment and
      Survey and  physical status or condition of the Premises,
      including without limitation, environmental, geotechnical (soil), wetland,
      floodplain, drainage and availability of adequate access and utilities,
      shall be satisfactory to Purchaser in its sole
  discretion.

            


    

    


    
      	
               
      

            	
              B.

            	
              Purchaser
      may give notice that of any of the foregoing conditions have not been met,
      only by delivering written notice of the same to Seller on or before the
      date set forth above. If Purchaser does not give notice that one or more
      of the foregoing conditions have not been met  on or before the
      dates set forth above, then such conditions shall automatically be deemed
      waived., If Purchaser gives notice that any of the foregoing conditions
      have not been met, then, without action required of either party, the
      Earnest Money (and all interest) shall be returned to Purchaser, and
      Purchaser and Seller shall thereafter be released from any liability or
      obligation hereunder.

            


    

     

    Notwithstanding
anything contained herein to the contrary, it shall be a condition of
Purchaser’s obligation to close this transaction that (i) the representations
and warranties made by Seller in Section 6 shall be correct as of the Closing
Date with the same force and effect as if such representations were made at such
time, and (ii) the status and marketability of title shall have been established
to Purchaser’s satisfaction in accordance with this Agreement.

     

    
      
        	
              	
                8.

              	
                Closing
      Date.
      Subject to the fulfillment or waiver of the conditions hereof, and
      provided that all of the covenants, representations and warranties of
      Seller are true and correct on the closing date as though made on such
      date, the closing of the purchase and sale (the “Closing”) shall take
      place on or before April 15,  2008or such other date as agreed
      to by the parties in writing (the “Closing Date”). The
      Closing shall take place at the offices of Escrow Agent or at such other
      place as Seller and Purchaser may mutually determine. Possession of the
      Premises shall be delivered to Purchaser on the Closing Date, free of the
      leasehold or possessory interest of any tenants, licensees or occupants
      thereof, except the tenants under the Existing Leases and Seller under the
      Lease.

              


      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
              9.

            	
              Seller’s
      Obligations At Closing. At or prior to the
      Closing Date, subject to Purchaser’s performance of Purchaser’s
      obligations hereunder, Seller shall execute and deliver to Purchaser the
      following:

            


    

    


    
      	
               
      

            	
              A.

            	
              A
      recordable General Warranty Deed (the “Deed”) to the Premises
      (in a form reasonably satisfactory to Purchaser) and subject only to the
      Permitted Exceptions;

            


    

    


    
      	
               
      

            	
              B.

            	
              A
      standard affidavit of Seller confirming that Seller is not a “foreign
      corporation” within the meaning of Section 1445 of the Internal Revenue
      Code.

            


    

    


    
      
        
          	
                	
                  C.

                	
                  A
      standard affidavit of Seller in form and content sufficient to allow
      Escrow Agent to delete the standard exceptions contained in Purchaser’s
      Owners Title Insurance Policy relative to (i) parties in possession
      (except for the tenants under the Existing Leases), (ii) liens for labor,
      materials, or services, and (iii) unrecorded easements or other
      instruments (other than the Existing
Leases).

                


        

      

    

    


    
      	
               
      

            	
              D.

            	
              An
      assignment and assumption of any service contracts assignable to Purchaser
      and which Purchaser elects to have assigned to it in a form satisfactory
      to Purchaser.

            


    

    


    
      	
               
      

            	
              E.

            	
              A
      certificate at closing confirming that the representations and warranties
      set forth in Section 6 of this Agreement are true and correct as of the
      Closing Date as though made as of such
date.

            


    

    


    
      	
               
      

            	
              F.

            	
              An
      Assignment of all Warranties and Licenses with respect to the
      Premises.

            


    

    


    
      	
               
      

            	
              G.

            	
              A
      Warranty Bill of Sale transferring the Personal
  Property.

            


    

    


    
      	
               
      

            	
              H.

            	
              Such
      other documents as may be reasonably required by this Agreement
      (including, without limitation, authorizing resolutions of Seller), all in
      a form reasonably satisfactory to Purchaser, Seller and Escrow
      Agent.

            


    

    


    
      	
              10.

            	
              Delivery
      of Purchase Price; Obligations At Closing. At Closing, subject to
      the terms, conditions, and provisions hereof and the performance by Seller
      of its obligations as set forth herein, the Earnest Money shall be
      delivered to Seller (except any interest accrued thereon) and credited
      against the Purchase Price, and Purchaser shall deliver the balance of the
      Purchase Price to Seller pursuant to Section 2
  above.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              Closing
      Costs. The
      following costs and expenses shall be paid as follows in connection with
      the Closing:

            


    

    


    
      	
               
      

            	
              A.

            	
              Seller
      shall pay:

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      cost to prepare and deliver to Purchaser the Commitment (including,
      without limitation, the cost of any title search and exam by Escrow
      Agent); all fees to record all of the documents necessary to permit Seller
      to convey Marketable Fee Simple Title to the Premises to Purchaser (other
      than the fee to record the Deed); and one-half (1/2) of the closing fee
      and/or escrow fee charged by Escrow Agent in connection with the escrow of
      Earnest Money and the closing of this
  transaction.

            


    

    


    
      	
               
      

            	
              2.

            	
              All
      state deed taxes or other transfer tax regarding the deed to be delivered
      by Seller to Purchaser.

            


    

    


    
      	
               
      

            	
              3.

            	
              Any
      deferred or delinquent real estate taxes or utilities and Seller’s
      pro-rata share of those costs and expenses set forth in Section 12
      below.

            


    

    


    
      	
               
      

            	
              4.

            	
              Attorneys’
      fees and costs of Seller’s attorneys and the brokerage fee of Broker
      pursuant to Section 13 below

            


    

    


    
      	
               
      

            	
              B.

            	
              Purchaser
      shall pay the following costs in connection with the
    Closing:

            


    

    


    
      	
               
      

            	
              1.

            	
              The
      documentary fee necessary to record the
Deed.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      mortgage registration tax, if any.

            


    

    


    
      	
               
      

            	
              3.

            	
              The
      premiums and cost of the Owner’s Title Insurance Policy and
      endorsements.

            


    

    


    
      	
               
      

            	
              4.

            	
              Attorneys’
      fees and costs of Purchaser’s
attorneys.

            


    

    


    
      	
               
      

            	
              5.

            	
              One-half
      (1/2) of the closing fee and/or escrow fee charged by Escrow Agent in
      connection with the escrow of Earnest Money and the closing of this
      transaction.

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.

            	
              All
      special assessments existing as of the Closing Date, whether levied,
      pending, deferred or assessed, including without limitation, the unpaid
      balance of special assessments and/or installments of special assessments
      certified for payment to the real estate
taxes.

            


    

    


    
      	
               
      

            	
              7.

            	
              The
      sum of $1,000.00 shall be paid by the Purchaser to the Seller for each day
      which elapses after April 7th,
      2008 through the date of Closing.

            


    

     

    
      	
              12.

            	
              Prorations. The following
      prorations shall be made as of the Closing
Date:

            


    

    


    
      	
               
      

            	
              A.

            	
              Seller
      shall pay all real estate taxes and installments of special assessments
      due and payable in years prior to the year of closing. Purchaser shall
      assume responsibility for the payment of all such taxes due and payable in
      the year of Closing and all subsequent
years.

            


    

    


    
      	
               
      

            	
              B.

            	
              All
      rents and income of the Premises, if any, shall be pro-rated between
      Seller and Purchaser to the Closing Date. All utilities and operating
      expenses for the Premises shall be pro-rated between Seller and Purchaser
      to the Closing Date.

            


    

    


    
      	
              13.

            	
              Brokerage. Seller and Purchaser
      represent and warrant to each other that they have not engaged the
      services of any broker in connection with the sale and purchase
      contemplated by this Agreement, except that Seller has engaged the
      services of CB Richard Ellis (“Broker”), which services
      Seller agrees to pay only upon the closing of this transaction pursuant to
      separate agreement between Seller and Broker. Broker shall have no right
      to any portion of the Earnest Money if this Agreement is terminated,
      canceled or rescinded. Seller hereby agrees to indemnify, defend and hold
      Purchaser harmless for any claim (including reasonable expenses incurred
      in defending such claim) made by Broker in connection with this
      transaction. Each party hereby agrees to indemnify, defend and hold
      harmless the other party for any claim (including reasonable expenses
      incurred in defending such claim) made by a broker, sales agent or similar
      party (other than Broker) claiming to be entitled to a commission in
      connection with this transaction by reason of the acts of the indemnifying
      party. Broker shall execute this Agreement for purposes of evidencing its
      consent and agreement with the terms of this Section 13. Failure of Broker
      to execute this Agreement shall not affect the validity of this Agreement
      as between Seller and Purchaser. The terms of this Section 13 shall
      survive the closing of the transaction contemplated herein for one (i)
      year.

            


    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    
      	
              14.

            	
              Remedies.

            


    

    


    
      	
               
      

            	
              A.

            	
              Purchaser’s
      Remedies. If Seller defaults in performing any of Seller’s closing
      obligations under the terms of this Agreement on the Closing Date for any
      reason other than Purchaser’s default, Purchaser shall be entitled as its
      exclusive remedies to (i) terminate this Agreement and to receive a refund
      of the Earnest Money (including all interest thereon, if any)., in which
      event Seller shall promptly reimburse Purchaser for all of the third party
      costs it incurred in conducting its due diligence, not to exceed
      $10,000.00, or (ii) to sue for specific performance of this Agreement,
      provided Purchaser commences said action within six months of the date
      scheduled as the Closing Date.

            


    

    


    
      	
               
      

            	
              B.

            	
              Seller’s
      Remedies. If Purchaser defaults in performing any of Purchaser’s
      closing obligations under the terms of this Agreement on the Closing Date
      for any reason other than Seller’s default, Seller shall be entitled, as
      its exclusive remedies to (i) terminate this Agreement and to retain the
      Earnest Money (including all interest thereon, if any) or (ii) to sue for
      specific performance of this Agreement, provided Seller commences said
      action within six months of the date scheduled as the Closing
      Date.

            


    

    


    
      	
              15.

            	
              Escrow.  Escrow
      Agent is authorized and agrees by acceptance thereof to promptly deposit
      the Earnest Money as provided herein and to hold same in escrow and to
      disburse the same in accordance with the terms and conditions of this
      Agreement. The sole duties of Escrow Agent regarding the Earnest Money
      shall be those described herein, and Escrow Agent shall be under no
      obligation to determine whether the other parties hereto are complying
      with any requirements of law or the terms and conditions of any other
      agreements among said parties. Escrow Agent may conclusively rely upon and
      shall be protected in acting upon any written notice, consent, order or
      other document believed by it to be genuine and to have been signed or
      presented by the proper party or parties to this Agreement. Escrow Agent
      shall have no duty or liability to verify any such written notice,
      consent, order or other document, and its sole responsibility shall be to
      act as expressly set forth in this Agreement. Escrow Agent shall be under
      no obligation to institute or defend any action, suit or proceeding in
      connection with this Agreement. If Purchaser and Seller execute any
      separate escrow instructions or an escrow agreement with Escrow Agent,
      then in the event of a conflict between the terms of such escrow
      instructions or escrow agreement and the terms of this Agreement, the
      terms of this Agreement shall control. Escrow Agent shall also execute
      this Agreement solely for the purpose of acknowledging its agreement with
      and understanding of the terms of this Section 15 and the other provisions
      of this Agreement relative to receipt, escrow, investment and disbursement
      of the Earnest Money. Failure of Escrow Agent to execute this Agreement
      shall not affect the validity of this Agreement as between Seller and
      Purchaser.

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
            	
              16.

            	
              Time
      for Acceptance.  This
      Agreement, when duly executed by all of the parties hereto, shall be
      binding upon the parties hereto, their heirs, representatives, successors
      and assigns. In the event this Agreement has not been duly executed by
      Seller and delivered to Purchaser or its agent on or
      before  March 11, 2008 at 5:00 p.m., then the offer herein and
      herewith made by Purchaser shall automatically and unconditionally
      terminate and this Agreement shall be null and void, and Escrow Agent
      shall immediately return to Purchaser the Earnest
  Money.

            


    

    


    
      
        
          	
                  17.

                	
                  Miscellaneous.  The
      following general provisions govern this
  Agreement.

                


        

      

    

    


    
      	
               
      

            	
              A.

            	
              No
      Waivers.
      The waiver by either party hereto of any condition or the breach of any
      term, covenant or condition herein contained shall not be deemed to be a
      waiver of any other condition or of any subsequent breach of the same or
      of any other term, covenant or condition herein contained. Purchaser, in
      its sole discretion may waive any right conferred upon Purchaser by this
      Agreement; provided that such waiver shall only be made by Purchaser
      giving Seller written notice specifically describing the right
      waived.

            


    

    


    
      	
               
      

            	
              B.

            	
              Time
      of Essence. Time is of the essence of this
    Agreement.

            


    

    


    
      	
               
      

            	
              C.

            	
              Governing
      Law. This
      Agreement is made and executed under and in all respects to be governed
      and construed by the laws of the State of Minnesota and the parties hereto
      hereby agree and consent and submit themselves to any court of competent
      jurisdiction situated in the State of
Minnesota.

            


    

    


    
      	
               
      

            	
              D.

            	
              Notices. All notices and
      demands given or required to be given by any party hereto to any other
      party shall be deemed to have been properly given if and when delivered in
      person, the next business day after being sent by reputable overnight
      commercial courier (e.g. U.P.S. or Federal Express), sent by facsimile
      (with verification of receipt) or three (3) business days after having
      been deposited in any U.S. Postal Service and sent by registered or
      certified mail, postage prepaid, addressed as follows (or sent to such
      other address as any party shall specify to the other party pursuant to
      the provisions of this Section):

            



      
        
           


        

        
          14

          
            

          

        

        
           


        

      

    

     

    
      	
               
      

            	
              To
      Seller:

            	
              Nature
      Vision, Inc.

            


    

    ATTN:  David
Kolkind

    1480
Northern Pacific Road

    Brainerd
MN  56401

    FAX:
____________________

    


    
      	
               
      

            	
              w/copy
      to:

            	
              _________________________

            


    

    ATTN:  __________________

    _________________________

    _________________________

    FAX:
____________________

    


    
      	
               
      

            	
              To
      Purchaser:

            	
              NATZEL,
      LLC

            


    

    ATTN:  Howard
Natzel

    2928
Second Street North

    Minneapolis
MN  55411

    FAX:  612-522-8741

    


    
      	
               
      

            	
              w/copy
      to:

            	
              Peterson,
      Fram and Bergman

            


    

    ATTN:  Glenn
A. Bergman

    55 East
5th
Street

    Suite
800

    St. Paul,
MN 55101

    FAX:
651-228-1753

     

    In the
event either party delivers a notice by facsimile, as set forth above, such
party agrees to deposit the originals of the notice in a post office, branch
post office, or mail depository maintained by the U.S. Postal Service, postage
prepaid and addressed as set forth above. Such deposit in the U.S. Mail shall
not affect the deemed delivery of the notice by facsimile, provided that the
procedures set forth above are fully complied with.

    


    Any
party, by notice given as aforesaid, may change the address to which subsequent
notices are to be sent to such party.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              E.

            	
              Successors
      and Assigns. This Agreement shall be binding upon and inure to the
      benefit of the successors and assigns of each of the parties hereto. This
      Agreement may be assigned or transferred by Purchaser at any time without
      consent of Seller, including, without limitation, to a lender of
      Purchaser, provided the assignee agrees to be bound by the terms of this
      Agreement and Purchaser and Guarantor remain liable under this
      Agreement.   Any assignment made in violation of this
      provision shall be void.

            


    

    


    
      	
               
      

            	
              F.

            	
              Invalidity.
      If for any reason any term or provision of this Agreement shall be
      declared void and unenforceable by any court of law or equity it shall
      only affect such particular term or provision of this Agreement and the
      balance of this Agreement shall remain in full force and effect and shall
      be binding upon the parties hereto.

            


    

    


    
      	
               
      

            	
              G.

            	
              Complete
      Agreement. All understandings and agreements heretofore had between
      the parties are merged into this Agreement which alone fully and
      completely expresses their agreement. This Agreement may be changed only
      in writing signed by both of the parties hereto and shall apply to and
      bind the successors and assigns of each of the parties hereto and shall
      not merge with the deed delivered to Purchaser at
  closing.

            


    

    


    
      	
               
      

            	
              H.

            	
              Counterparts. This Agreement may be
      executed in one or more counterparts each of which when so executed and
      delivered shall be an original, but together shall constitute one and the
      same instrument.

            


    

    


    
      	
               
      

            	
              I.

            	
              Calculation
      of Time Periods. Unless otherwise specifically provided herein, in
      computing any period of time described in this Agreement, the day of the
      act or event after which the designated period of time begins to run is
      not to be included and the last day of the period so computed is to be
      included, unless such last day is a Saturday, Sunday or legal holiday
      under the laws of the State of Minnesota, in which event the period shall
      run until the end of the next day which is neither a Saturday, Sunday or
      legal holiday. The final day of such period shall be deemed to end at 5:00
      p.m., Minnesota time.

            


    

    


    
      	
               
      

            	
              J.

            	
              Attorneys’
      Fees. If
      any dispute arises between the parties regarding this Agreement or the
      subject matter thereof, the prevailing party in any court action,
      administrative proceeding or alternative dispute resolution commenced or
      maintained to resolve such dispute, shall be entitled to an award of
      reasonable attorneys’ fees, disbursements and court costs in addition to
      any other remedy to which the parties are
  entitled.

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              K.

            	
              Survival. All of the warranties,
      covenants, and representations made herein by either Seller or Purchaser
      shall survive closing and the delivery of the Deed to Purchaser, or the
      earlier termination of this Agreement for six
  months.

            


    

    


    
      	
               
      

            	
              M.

            	
              Tax
      Petition.  Seller and Purchaser acknowledge that the
      Purchase Price is less than the current assessed value of the
      Premises.  Seller shall cooperate, at no expense to itself, with
      the Purchaser in filing a petition to reduce the assessed valuation of the
      Premises prior to March 31, 2008 at Purchaser’s sole
      expense.  All rights with respect to the petition and any refund
      of taxes payable as a result thereof shall be the sole property of the
      Purchaser.

            


    

    


    
      	
               
      

            	
              N.

            	
              Consulting.  Seller
      shall consent to Purchaser retaining at its expense the services of former
      building superintendent/facility manager, John Theringer provided that
      such services shall not be scheduled so as to impair his abilities to
      perform his customary duties in the employment of Seller.  The
      terms and conditions of such employment shall be determined between the
      Purchaser and John Theringer and Seller shall have no responsibility or
      liability with respect thereto.

            


    

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the day and year first above
written.

    


    
      	
              Seller:

            	 
      	
              Purchaser:

            	 
	
              NATURE
      VISION, INC.

            	 
      	
              NATZEL,
      LLC

            	 
	 
      	 
      	 
      	 
      	 
      	 
	
              By:

            	
              /s/ David Kolkind

            	 
      	
              By:

            	
              /s/ Howard Natzel

            	 
      
	
              Name: 
      

            	
              David
      Kolkind

            	 
      	
              Name: 
      

            	
              Howard
      Natzel

            	 
	
              Its:

            	
              CFO

            	 
      	
              Its:

            	
              President

            	 


    


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    CORPORATE
GUARANTY

    


    All-Pac, Inc. ("Guarantor") is a
related entity of the Purchaser named above.  Guarantor understands
that the Seller has entered into the foregoing Purchase Agreement in reliance
upon said Guarantor’s execution of this Guaranty, and that but for such
Guaranty, Seller would have been unwilling to enter into the Purchase
Agreement.  Therefore, and in consideration thereof, the undersigned
Guarantor, as indicated in Article 4 above, hereby absolutely and
unconditionally guaranty the payment and performance by Purchaser of all of
Purchaser's obligations, debts, liabilities and undertakings, including, without
limitation, the indemnification and reimbursement obligations incident thereto,
arising under or in any manner connected with Article 4 of the foregoing
Purchase Agreement.

    


    
      	 
      	
              ALL-PAC,
      INC.

            	 
      
	 
      	 
      	 
      
	 
      	
              /s/ Howard Natzel

            	 
      
	 
      	
              Howard
      Natzel, President

            	 
      


    

    


    


    


    


    


    ACCEPTANCE BY ESCROW
AGENT

    


    The
undersigned, being the Escrow Agent referred to in the above Agreement, hereby
acknowledges and accepts the terms of this Agreement as its escrow instructions
and agrees to act in accordance herewith.

    


    Acknowledged
and agreed to this ____ day of ________, 2008.

    


    Escrow
Agent:

    


    COMMERCIAL
PARTNERS, LLC

    


    


    
      	
              By:

            	 
      	 
      	 
      	 
      
	 
      	
              Name:

            	 
      	 
      	 
      
	 
      	
              Its:

            	 
      	 
      	 
      


    

    


     

    18