SHARE PURCHASE AGREEMENT
                            ------------------------


This AGREEMENT is made as of the ___ day of March, 2002.

     GARUDA  CAPITAL  CORP.,  a  company  incorporated  pursuant  to the laws of
     Nevada,  having an office  located  at 1895 26th  Street,  West  Vancouver,
     British Columbia, V7V 4K2

     (herein referred to as "Garuda")

                                                               OF THE FIRST PART

AND:

     NATURAL  PROGRAM  INC.,  a  company  incorporated  pursuant  to the laws of
     Nevada,  with its registered  agent offices at 333 Holcomb Avenue,  Ste 300
     Reno, Nevada 89502

     (herein referred to as "Nat Pro")

                                                              OF THE SECOND PART

AND:

     THOSE  SHAREHOLDERS OF NATPRO,  signatory to this agreement as evidenced by
     their names and signatures affixed to the execution pages hereof.

     (herein referred to as the "Vendors")

                                                               OF THE THIRD PART


WHEREAS:

A. Garuda and NatPro entered a Letter  Agreement dated February 26, 2002 for the
purchase of all issued shares in the capital of NatPro (the "NatPro Shares");

B. Garuda wishes to acquire the NatPro Shares from the Vendors,  and the Vendors
have  agreed  to sell to Garuda  all of their  respective  legal and  beneficial
interests in the NatPro Shares on the terms and conditions contained herein.


<PAGE>


NOW THEREFORE THIS AGREEMENT  WITNESSES that in  consideration of the payment of
$10.00 to the Vendors the receipt and sufficiency of which is acknowledged,  the
premises and the mutual agreements herein contained (the receipt and adequacy of
such  consideration  is hereby  mutually  admitted by each  party),  the parties
hereby covenant and agree as follows:

1.   INTERPRETATION
     --------------

1.1  Definitions - In this Agreement the following  words and phrases shall have
the meanings set forth after each:


     (a)  "Closing", "Closing Time", "Closing Date" - means 2:00 p.m. on the 1st
          of April,  2002,  or such later time or date as may be agreed  upon in
          writing by the parties hereto;

     (b)  "Company Act" means Nevada  Revised  Statute 78 (NRS. 78) in effect at
          the date of this Agreement;

     (c)  "Directors"  - means the persons  holding the  position of director of
          Garuda;

     (d)  "Garuda  Financial  Statements" - means the financial  statements  for
          Garuda, copies of which are contained in the Public Record;

     (e)  "Material Contracts" - means those subsisting commitments,  contracts,
          agreements, instruments, leases or other documents entered into by any
          party  hereto,  by which it is bound or to which it or its  assets are
          subject  which have total  payment  obligations  on the part of NatPro
          which  exceed  $10,000.00  or are  for a term of or in  excess  of two
          years, all as set out in Schedule "B" hereto;

     (f)  "NatPro" - means Natural Programs , Inc., incorporated in Nevada under
          the Nevada Business Corporations Act; -

     (g)  "NPC" - means  Natural  Program Ltd.,  the wholly owned  subsidiary of
          NatPro, incorporated pursuant to the British Columbia Company Act;

     (h)  "NatPro  Shares" - means the  common  shares in the  capital of NatPro
          issued and  outstanding as of the Closing Date, all of which are being
          acquired hereunder;

     (i)  "Public Record" - means the information  filed by Garuda with the SEC,
          or on the EDGAR system, with the required  Securities  Commissions and
          with the Secretary of State for Nevada, as required in accordance with
          Securities  Legislation  requirements,  and which record  contains all
          material facts (as that term is defined by the Securities Legislation)
          relating  to the  corporate  structure,  business  and  operations  of
          Garuda;



                                       2
<PAGE>

     (j)  "Purchase Price" means the sum of US$250,000;

     (k)  "Purchase  Shares"  - means a total of  500,000  common  shares in the
          capital of Garuda,  issued at Closing at a deemed price of US$0.50 per
          share;

     (l)  "Securities Legislation" means the Company Act of Nevada (NRS 78), the
          Securities  (Uniform Act) of Nevada (NRS 90), the Securities  Exchange
          Act of 1934, the Securities Act of 1933 and the equivalent  securities
          legislation  of the States of America  which apply to Garuda,  each as
          now  enacted or as the same may be amended and the  applicable  rules,
          regulations,  rulings, orders and forms made or promulgated under such
          statutes  and the  published  policies of the  regulatory  authorities
          administering such statutes;

     (m)  "Vendors" - means the holder of the NatPro Shares signatory hereto;

     (n)  "NPC"  Financial  Statements" - means the financial  statements of NPC
          for the  annual  period  ending  December  31,  2001,  to consist of a
          balance sheet, statement of retained earnings, an income statement and
          a statement  of changes in  financial  position of NPC  including  the
          notes to such financial statements, a copy of which is attached hereto
          as Schedule "C"; and

     (o)  "NPC" - means Natural Program Ltd. a company incorporated  pursuant to
          the laws of British Columbia, and which is now, or will be at Closing,
          a wholly owned subsidiary of NatPro.


1.2 Schedules - The following are the schedules to this Agreement:

           Schedule "A" - Shareholders and Shareholdings of NatPro
           Schedule "B" - Material Contracts
           Schedule "C" - NPC Financial Statements for the year ended
                          December 31, 2001

1.3 Accounting  Interpretation  - For the purposes of this Agreement,  except as
otherwise  expressly  provided herein all accounting terms not otherwise defined
have  the  meanings  assigned  to them in  accordance  with  generally  accepted
accounting  principles  applicable  in the United  States and applied on a basis
consistent with prior years;



                                       3
<PAGE>



2.0  REPRESENTATIONS AND WARRANTIES
     -------------------------------

2.1 Representations and Warranties of the Vendors - In order to induce Garuda to
enter into and to consummate the  transactions  contemplated  by this Agreement,
the Vendors  jointly and  severally  hereby  represent  and warrant to Garuda as
follows:

     (a)  Organization  and Good Standing of NatPro and NPC - NatPro and NPC are
          duly  incorporated  and validly  existing  and in good  standing  with
          respect to the filing of all reports in their respective jurisdictions
          of   incorporation  ,  and  have  all  necessary   corporate   powers,
          authorities  and  capacity  to own its  assets  and to  carry on their
          respective businesses as presently conducted;

     (b)  Vendors'  Title - The list of  Vendors  set out in  Schedule  "A" is a
          complete list of all persons or parties  having a beneficial  claim to
          the NatPro Shares;

     (c)  Authority - The  Vendors,  and each of them,  have due and  sufficient
          right and  authority  to enter  into this  Agreement  on the terms and
          conditions  herein set forth and to transfer the legal and  beneficial
          title and ownership of the NatPro Shares to Garuda as required by this
          Agreement;

     (d)  Absence of  Options,  etc. - No Person  has any  agreement  or option,
          present or future,  contingent,  absolute  or capable of  becoming  an
          agreement  or  option  or  which  with  the  passage  of  time  or the
          occurrence of any event could become an agreement or option:

          (i)  to require  NatPro or NPC to issue any further or other shares in
               their  respective  capitals or any other security  convertible or
               exchangeable  into  shares  in their  resoective  capitals  or to
               convert  or  exchange  any  securities  into or for shares in the
               capital of NatPro or NPC;

          (ii) for the issue or allotment of any of the  authorized but unissued
               shares in the capital of NatPro or NPC; or

          (iii) to acquire the issued shares of NatPro or NPC;

     (e)  Financial  Statements - That the NPC  Financial  Statements  have been
          prepared in accordance with generally accepted  accounting  principles
          applied  in Canada  on a basis  consistent  with that of prior  fiscal
          years; such Financial Statements present fairly the financial position
          of NPC as at the date thereof and the results of NPC's and the changes
          in NPC's financial position for the periods then ending;


                                       4
<PAGE>

     (e)  Absence of Undisclosed  Liabilities - Except as will be set out in the
          NPC Financial Statements or incurred subsequent to the date thereof in
          the  ordinary  and usual  course of the business of NatPro and NPC, to
          the best of the Vendors'  knowledge,  information and belief,  neither
          NatPro  nor  NPC  will  have  any  outstanding   indebtedness  or  any
          liabilities or obligations (whether accrued,  absolute,  contingent or
          otherwise);

     (f)  Title to  Assets - At  Closing  NatPro  will be the  sole  direct  and
          beneficial  shareholder  of NPC,  and at the  execution  hereof and at
          Closing  NPC  has  title  to all of the  assets,  real  and  personal,
          including those reflected in the NPC Financial  Statements or acquired
          since  the  date of the NPC  Financial  Statements  (except  as  since
          transferred,  sold or otherwise  disposed of in the ordinary course of
          business), as have been represented to be held by NPC, subject to such
          charges on its assets as have been  required  pursuant to the bank and
          debenture debts reflected in the NPC Financial Statements;

     (g)  Material  Contracts  -  Except  for  the  contracts,   agreements  and
          debentures  listed in Schedule "B", neither NatPro nor NPC is party to
          or bound by any  material  contract  or  commitment,  whether  oral or
          written,  and the  contracts,  agreements  and  debentures  listed  in
          Schedule  "B" are all in full  force  and  effect  and  unchanged,  no
          material  default exists in respect  thereof on the part of any of the
          other parties  thereto,  the Vendors are not aware of any intention on
          the  part  of  any  of the  other  parties  thereto  to  terminate  or
          materially  alter any such  contracts  or  agreements,  or take action
          under  the   debentures   and  Schedule  "B"  lists  all  the  present
          outstanding  material  contracts  entered into by NatPro or NPC in the
          course of carrying on their respective businesses;

     (h)  Litigation - There is not any suit,  action,  litigation,  arbitration
          proceeding  or   governmental   proceeding,   including   appeals  and
          applications for review, in progress,  pending or threatened  against,
          or relating to NatPro or NPC, or affecting  their  respective  assets,
          properties or business which might materially and adversely affect the
          assets, properties,  business, future prospects or financial condition
          of NatPro and or NPC, and there is not presently  outstanding  against
          NatPro or NPC any judgment, decree,  injunction,  rule or order of any
          court, governmental department, commission, agency, instrumentality or
          arbitrator;

     (i)  Corporate  Records  - To the  best of the  knowledge  of the  Vendors,
          NatPro and NPC, have kept all corporate records required to be kept by
          the  applicable  legislation  of  their  respective  jurisdictions  of
          incorporation,  and such  records  are, or will at Closing be complete
          and accurate and contain all minutes of all meetings of directors  and
          members of NatPro and NPC;


                                       5
<PAGE>

     (j)  Permits  and  Licenses  - NatPro and NPC hold all  permits,  licenses,
          consents and  authorities  issued by any  government  or  governmental
          authority  or any  municipal,  regional  or  other  authority,  or any
          subdivision  thereof,  which are  necessary or desirable in connection
          with the conduct and operation of their respective  businesses and the
          ownership  or leasing of their  respective  assets and the conduct and
          operation of their respective business;

     (k)  Undisclosed  Information  - The  Vendors  do  not  have  any  specific
          information  relating to NatPro or NPC which is not generally known or
          which  has not been  disclosed  to  Garuda  and  which if known  could
          reasonably  be expected  to have a  materially  adverse  effect on the
          value of the NatPro Shares; and

     (l)  Taxes - NatPro and NPC have each duly filed, if required to date, on a
          timely basis all tax returns required to be filed by them and has paid
          all taxes which are due and payable,  and has paid all assessments and
          reassessments,  and all other taxes, governmental charges,  penalties,
          interest and fines due and payable on or before the date hereof.

and the  Vendors  covenant,  represent  and  warrant  to Garuda  that all of the
representations  and  warranties set forth in this Section 2.1 shall be true and
correct at the Closing as if made on that date.

2.2 Survival - The  representations  and warranties of the Vendors  contained in
this  Agreement  shall survive the Closing and the payment of the Purchase Price
and,  notwithstanding  the Closing and the  payment of the  Purchase  Price and,
notwithstanding  any  investigations  or  enquiries  made by Garuda prior to the
Closing  and  notwithstanding  the  waiver  of  any  condition  by  Garuda,  the
representations,  warranties,  covenants  and  agreements  of the Vendors  shall
(except where otherwise  specifically  provided in this  Agreement)  survive the
Closing  and shall  continue  in full  force and effect for a period of one year
from the Closing Date for all matters.

2.3  Reliance - The Vendors  acknowledge  and agree that Garuda has entered into
this Agreement relying on the warranties and representations and other terms and
conditions  of  this  Agreement  notwithstanding  any  independent  searches  or
investigations  that may be  undertaken  by or on behalf  of Garuda  and that no
information  which is now known or which may hereafter become known to Garuda or
its officers,  directors or professional  advisers shall limit or extinguish the
right to indemnification hereunder.

2.4  Independent  Legal  Advice - the  Vendors  acknowledge  that they have been
advised that this  agreement has been prepared by legal counsel  acting  jointly
for and by the consent of Garuda and NatPro.  The Vendors are advised  that they
should  seek  their  own  independent  legal  advice  prior  to  executing  this
agreement.



                                       6
<PAGE>

3.0 REPRESENTATIONS AND WARRANTIES OF GARUDA
    ----------------------------------------

3.1 Garuda  represents  and  warrants to and in favour of the Vendors as follows
and  acknowledges  that the Vendors are relying  upon such  representations  and
warranties in connection with the transactions contemplated herein:

     (a)  Garuda is a Nevada  company duly  organized,  validly  existing and in
          good standing with respect to all filings  required  under  applicable
          laws,  has the  corporate  power  and  capacity  to own or  lease  its
          property and assets and to carry on its  business as now  conducted by
          it, is duly  licensed or  qualified as a foreign  corporation  in each
          jurisdiction  in which the  character  of the  property and assets now
          owned by it or the  nature  of its  business  as now  conducted  by it
          requires it to be so licensed or qualified (save where failure to have
          such license or  qualification  is not in the aggregate  material) and
          has the corporate  power and capacity to enter into this Agreement and
          perform its obligations hereunder;

     (b)  There are 1,247,575 Common Shares issued and outstanding as fully paid
          and non-assessable in the capital of Garuda, as at the date hereof;

     (c)  no person  has any  agreement,  option,  understanding  or  commitment
          (including convertible securities, warrants or convertible obligations
          of any nature), for the purchase or issue of or conversion into any of
          the unissued shares of Garuda or any unissued securities of Garuda;

     (d)  the financial statements contained in the Public Record present fairly
          the financial position of Garuda at the relevant dates and the results
          of its operations and cash flows for the periods indicated in the said
          statements  and have  been  prepared  in  accordance  with  accounting
          principles  generally  accepted  in  the  United  States  consistently
          applied;

     (e)  except as disclosed in the Public  Record,  there has been no material
          adverse  change in the business or condition,  financial or otherwise,
          of Garuda from that shown in the financial  statements  referred to in
          Paragraph (d) of this Section 3.0 and Garuda has not experienced,  nor
          is it aware of any occurrence or event which has, or might  reasonably
          be expected to have, a material  adverse effect on the business or the
          result of its operations which would  materially  adversely affect the
          value of its business;


                                       7
<PAGE>

     (f)  the execution and delivery of this Agreement and the  consummation  of
          the transaction contemplated herein do not and will not:

          (i)  result in the breach or violation of any term or provision of the
               constating documents of Garuda; or

          (ii) conflict with,  result in a breach or cancellation of, constitute
               a default under, invalidate or impair rights to properties under,
               or  accelerate  or permit  the  acceleration  of the  performance
               required  by,  any  agreement,  instrument,  license,  permit  or
               authority  to which  Garuda is a party or by which it is bound or
               to which  any  property  of Garuda  is  subject  or result in the
               creation  of any  lien,  charge  or  encumbrance  upon any of the
               assets of Garuda under any such agreement or instrument,  or give
               to others any material  interest or rights,  including  rights of
               purchase,  termination,  cancellation or acceleration,  under any
               such agreement, instrument, license, permit or authority; or

          (iii)violate any provision of law or administrative  regulation or any
               judicial  or  administrative  order,  award,  judgment  or decree
               applicable to Garuda;

     (g)  the  execution,  delivery and  performance  of this  Agreement and the
          performance  of the  transactions  contemplated  herein are within the
          corporate  power and  authority of Garuda and have been  authorized by
          all  necessary  corporate  action of Garuda;  the  directors of Garuda
          believe this  transaction  is in the best interests of Garuda and this
          Agreement constitutes a valid and binding obligation of Garuda;

     (h)  Garuda  is not a party to, or bound  by,  any  agreements,  covenants,
          undertakings  or other  commitments,  on its own or as a result of any
          partnership or joint venture in which it is a partner or participant:

          (i)  under which the  transaction  contemplated  herein would have the
               effect  of  imposing   restrictions   or  obligations  on  Garuda
               materially  greater  than those  imposed  upon Garuda or any such
               partnership or joint venture at the date hereof;

          (ii) which would give a third party,  as a result of the  consummation
               of the transaction  contemplated herein, a right to terminate any
               material  agreement  to which Garuda or any such  partnership  or
               joint  venture is a party or to purchase any of their  respective
               assets; or

          (iii)under  which the  consummation  of the  transaction  contemplated
               herein  would  impose  material  restrictions  on the  ability of
               Garuda to carry on any business which it might choose to carry on
               within any  geographical  area, to acquire property or dispose of
               its  property  and  assets in their  entirety  or to  change  its
               corporate status;


                                       8
<PAGE>

     (j)  the  description of the business of Garuda,  its financial  condition,
          assets and properties in the Public Record does not contain any untrue
          statement  of a  material  fact or omit to  state  any  material  fact
          necessary to make such description not misleading;

     (k)  Garuda has not incurred any  liability for  brokerage  fees,  finder's
          fees,  agent's  commissions or other similar forms of  compensation in
          connection with this Agreement;

     (l)  except as  disclosed in the Public  Record,  there is no basis for and
          there are no actions, suits, proceedings or investigations  commenced,
          or to the knowledge of Garuda  contemplated or threatened,  against or
          affecting Garuda or by any person or before any arbitrator of any kind
          which would prevent or hinder the  consummation  of this  Agreement or
          which have resulted in,  involve the  possibility  of or could involve
          the  possibility of any judgment or liability  which can reasonably be
          expected to have a material adverse effect on the business operations,
          properties, assets or condition, financial or otherwise, of Garuda;

     (m)  there are no known or  anticipated  material  liabilities  of any kind
          whatsoever (including absolute, accrued or contingent liabilities) nor
          any commitments whether or not determined or determinable,  in respect
          of which  Garuda is or may become  liable  other than the  liabilities
          disclosed on, reflected in or provided for in the financial statements
          referred to in Paragraph (d) of Section 3.0 hereof or reflected in the
          Public Record or incurred in the ordinary course of business;

     (n)  the  corporate  records  and minute  books of Garuda as required to be
          maintained by it under the laws of its  jurisdiction of  incorporation
          are up to date  and  contain  complete  and  accurate  minutes  of all
          meetings  of  its  respective   directors  and  shareholders  and  all
          resolutions consented to in writing;

     (o)  except as  disclosed  in the Public  Record  Garuda  does not have any
          material  contracts,  and each material  contract or agreement between
          Garuda and any other  person is in full force and effect  and,  to the
          best of the  knowledge  and belief of Garuda,  is valid,  binding  and
          enforceable against each of the parties thereto in accordance with its
          terms and no material  breach or default exists in respect  thereof on
          the part of any party  thereto and no event has occurred  which,  with
          the giving of notice or lapse of time or both, would constitute such a
          material breach or default;


                                       9
<PAGE>

     (p)  Garuda has duly filed on a timely basis all tax returns required to be
          filed by it and has paid all taxes which are due and payable,  and has
          paid  all  assessments  and   reassessments,   and  all  other  taxes,
          governmental charges, penalties, interest and fines due and payable on
          or before the date hereof;  adequate provision has been made for taxes
          payable  for the  current  period  for which tax  returns  are not yet
          required  to be  filed;  there  are no  agreements,  waivers  or other
          arrangements  providing  for an  extension of time with respect to the
          filing of any tax  return  by,  or  payment  of any tax,  governmental
          charge or  deficiency  against  Garuda;  there are no actions,  suits,
          proceedings,  investigations  or  claims  now  threatened  or  pending
          against   Garuda  in  respect  of  taxes,   governmental   charges  or
          assessments,  or any matters under  discussion  with any  governmental
          authority  relating  to taxes,  governmental  charges  or  assessments
          asserted by any such authority;

     (q)  Garuda has withheld  from each  payment  made to any of its  officers,
          directors,  former  directors  and  employees  the amount of all taxes
          including,  but  not  limited  to,  income  tax and  other  deductions
          required to be withheld  therefrom and has paid the same to the proper
          tax and other  receiving  officers  within the time required under any
          applicable tax legislation;

     (r)  the  common  shares of Garuda  are at  present  listed  and posted for
          trading on the NASD Over the Counter  Market (OTC Bulletin  Board) and
          on no other stock exchange;

     (s)  Garuda is a reporting issuer pursuant to the U.S.  Securities Exchange
          Act of 1934 in good  standing and in compliance  with its  obligations
          under such legislation and the rules and regulations  thereunder,  and
          all other Securities Legislation, both Federal and State;

     (t)  all of Garuda's  issued Common  Shares were issued in compliance  with
          Securities Legislation, and all applicable securities laws;

     (u)  to  Garuda's  knowledge,  Garuda  is in  compliance,  in all  material
          respects, with all applicable laws; and

     (v)  none of the representations,  warranties or statements of fact made in
          this Section  contain any untrue  statement of a material fact or omit
          to state any  material  fact  necessary  to make any such  warranty or
          representation not misleading.

3.2 Survival - The  representations  and warranties of Garuda  contained in this
Agreement shall survive the Closing and the purchase of the NatPro Shares,  and,
notwithstanding  the  Closing  and  the  purchase  of  the  NatPro  Shares,  the
representations and warranties of Garuda shall continue in full force and effect
for the benefit of the Vendors for a period of one year from the Closing Date.


                                       10
<PAGE>

3.3 Reliance - Garuda acknowledges and agrees that the Vendors have entered into
this Agreement relying on the warranties and representations and other terms and
conditions  of  this  Agreement  notwithstanding  any  independent  searches  or
investigations that may be undertaken by or on behalf of the Vendors and that no
information  which is now known or should be known or which may hereafter become
known  to any of the  Vendors  or their  professional  advisers  shall  limit or
extinguish the right to indemnification hereunder.

4.0 PURCHASE AND SALE
    -----------------

4.1 NatPro Shares - Based and relying on the  representations and warranties set
forth in Part 2, Garuda  hereby  agrees to purchase  the NatPro  Shares from the
Vendors and the  Vendors  agrees to sell the NatPro  Shares to Garuda,  free and
clear of all liens,  claims,  charges,  options and encumbrances  whatsoever and
Garuda  hereby  agrees to pay the  Purchase  Price on the  terms and  conditions
hereinafter set forth.

4.2 Purchase  Price - The Purchase  Price shall be $250,000  allocated  pro rata
among the Vendors in accordance  with their  percentage  interest in NatPro,  as
disclosed in Schedule "A" hereto.

4.3 Payment of Purchase Price - The Purchase Price shall be paid by the issuance
to the Vendors a total of 500,000  common  shares of Garuda at a deemed price of
US$0.50 per share (the  "Purchase  Shares"),  pro rata in accordance  with their
respective  interest in NatPro,  each Vendor to receive  that number of Purchase
Shares as is set out opposite  their names in Schedule "A" hereto.  The Purchase
Shares shall be issued at Closing pursuant to section 5.3 hereof.

5.0 CLOSING
    -------

5.1 Closing Date and Location - The  transactions  contemplated  herein shall be
completed at 2:00 p.m. on April 1, 2002,  at the offices of Armstrong & Company,
480-650 West Georgia Street,  Vancouver,  B.C., or at such other time or at such
other location as may be mutually agreed upon in writing by the parties hereto.

5.2 Vendor's Closing Documents - On the Closing Date, the Vendors shall deliver,
or cause to be delivered, to Garuda the documents set forth in subsection 6.1(g)
hereof and such other documents as Garuda may reasonably  require to perfect the
purchase and sale intended hereby.

5.3  Payment of  Purchase  Price - On the  Closing  Date,  Garuda  shall pay the
Purchase   Price  by  delivering  to  the  Vendors  or  their   representatives,
Certificates  representing  the portion of the Purchase Shares allocated to each
of the Vendors in Schedule "A" hereto.


                                       11
<PAGE>

5.4  Legending of Purchase  Shares - The Vendors  acknowledge  that the Purchase
shares  will be  issued  pursuant  to  exemptions  contained  in the  Securities
Legislation,  and will be imprinted with such securities legends as are required
thereunder.  The Vendors further confirm and acknowledge that no representations
have been made by Garuda or its representatives with respect the transferability
or liquidity of the Purchase Shares, and the Vendors will obtain independent tax
and legal  advice  with  respect  to their  acceptance  of the  Purchase  Shares
hereunder.


6.0 CONDITIONS  PRECEDENT TO THE PERFORMANCE BY GARUDA OF ITS OBLIGATIONS  UNDER
    ----------------------------------------------------------------------------
    THIS AGREEMENT
    --------------

6.1 The  obligations  of Garuda to complete  the  purchase of the NatPro  Shares
shall be subject to the  satisfaction  of, or compliance  with, at or before the
Closing Time, each of the following conditions precedent:

     (a)  NPC  Financial  Statements - The NPC Financial  Statements  shall have
          been completed and delivered to Garuda and be as represented herein;

     (b)  Approvals  -  The   directors  of  Garuda  shall  have   approved  the
          acquisition contemplated herein;

     (c)  Truth and Accuracy of  Representations of the Vendors at Closing - The
          representations  and warranties of the Vendors made in Section 2 shall
          be true and correct in all material respects as at the Closing and the
          Vendors  shall  have  complied  in  all  material  respects  with  his
          obligations and covenants hereunder;

     (d)  Ownership  of NPC - NPC shall be a wholly owned  subsidiary  of NatPro
          prior to Closing;

     (e)  Performance  of Obligations - The Vendors shall have caused NatPro and
          NPC to have  performed  and complied  with all the  obligations  to be
          performed  and complied  with by it in order to complete the intent of
          this Agreement;

     (f)  Absence of Injunctions,  etc. - No injunction or restraining  order of
          any Court or administrative  tribunal of competent  jurisdiction shall
          be in effect prohibiting the transactions  contemplated  hereby and no
          action or proceeding  shall have been  instituted or be pending before
          any Court or  administrative  tribunal to  restrain  or  prohibit  the
          transactions between the parties contemplated hereby;


                                       12
<PAGE>

     (g)  Absence of Change of  Conditions  - No event  shall have  occurred  or
          condition  or state of facts of any  character  shall  have  arisen or
          legislation  (whether  by  statute,   rule,   regulation,   by-law  or
          otherwise)  shall  have been  introduced  which  might  reasonably  be
          expected  to have a  materially  adverse  effect  upon  the  financial
          conditions,  results of operations or business  prospects of NatPro or
          NPC;

     (h)  Closing  Documentation  - Garuda shall have  received from the Vendors
          and,  where   applicable,   NatPro  and  NPC  the  following   closing
          documentation:

          (i)  share  certificates  representing all of the issued common shares
               in NatPro  issued in the name of the Vendors,  duly  endorsed for
               transfer to Garuda;

          (ii) a  certified  copy of  resolutions  of the  directors  of  NatPro
               authorizing the transfer of the shares  contemplated  herein, the
               registration  of the respective  shares in the name of Garuda and
               the issuance of share  certificates  representing  the respective
               shares registered in the name of Garuda;

          (iii)share  certificates  registered in the name of Garuda,  signed by
               the  President  of NatPro  representing  the NatPro  Shares being
               acquired hereunder;

          (iv) resignation  of such  directors  of NatPro  and NPC as Garuda may
               advise;

          (v)  all  other  necessary  consents,   waivers,   and  authorizations
               required  to enable  the  transfer  of the  respective  shares to
               Garuda as provided for in this Agreement;

          (vi) all such  instruments of transfer,  duly  executed,  which in the
               opinion of Garuda acting  reasonably  are necessary to effect and
               evidence  the  transfer of the NatPro  Shares from the Vendors to
               Garuda  free and clear of all  liens,  charges  and  encumbrances
               whatsoever;

          (vi) the  corporate  minute  books and all other  books and records of
               NatPro and NPC and such  copies of  corporate  records for NatPro
               and NPC as counsel for Garuda may determine is appropriate; and

          (vii) the corporate seals for NatPro and NPC.

     (i)  Completion  of Due  Diligence - Garuda  shall have  completed  its due
          diligence  on NatPro and NPC,  and the  results of such due  diligence
          shall be satisfactory  to Garuda in its  discretion,  failing which at
          any time Garuda may provide  written notice of its intent to terminate
          and this Agreement will be terminated immediately upon receipt of such
          notice by the Vendors ("Termination Date").

                                       13
<PAGE>

6.2 The conditions set forth in this Section 6 are for the exclusive  benefit of
Garuda and,  with the  exception of item (a), may be waived by Garuda in writing
in whole or in part on or before  the  Closing  Date.  Notwithstanding  any such
waiver,  the completion of the purchase and sale  contemplated by this Agreement
by Garuda  shall  not  prejudice  or  affect in any way the  rights of Garuda in
respect  of the  warranties  and  representations  of the  Vendors  set forth in
Section 2 of this  Agreement,  and the  representations  and  warranties  of the
Vendors set forth in Section 2 of this  Agreement  shall survive the  completion
and payment of the Purchase Price.

7.0  CONDITIONS PRECEDENT TO THE PERFORMANCE OF THE VENDORS OF THEIR OBLIGATIONS
     ---------------------------------------------------------------------------
     UNDER THIS AGREEMENT
     --------------------

7.1 The  obligations  of the  Vendors  to  complete  the sale of  NatPro  Shares
hereunder  shall be subject to the  satisfaction  of or  compliance  with, at or
before the Closing Time, each of the following conditions precedent:

     (a)  Truth and Accuracy of  Representations of Garuda at Closing Time - All
          of the  representations  and warranties of Garuda set forth in Section
          3.1 hereof  shall be true and correct in all  material  respects as at
          the Closing  Time and with the same effect as if made at and as of the
          Closing Time;

     (b)  Performance  of  Agreements - Garuda shall have  complied  with and/or
          performed all its obligations, covenants and agreements herein;

     (c)  Approvals - Garuda shall have received, on or before the Closing Date,
          all approvals necessary to this transaction; and

     (d)  Purchase Price - The delivery at Closing, in accordance with paragraph
          5.3, of the Purchase Price in the form of the Purchase Shares.


7.2 The conditions set forth in this Section 7 are for the exclusive  benefit of
the  Vendors  and may be waived by the Vendors in writing in whole or in part on
or before the Closing Date.  Notwithstanding any such waiver,  completion of the
purchase  and sale  contemplated  by this  Agreement  by the  Vendors  shall not
prejudice  or affect in any way the  rights of the  Vendors  in  respect  of the
warranties  and  representations  of  Garuda  set  forth  in  Section  3 of this
Agreement, and the representations and warranties of Garuda set forth in Section
3 of this Agreement shall survive for a period of one year from the date hereof.


                                       14
<PAGE>

8.0 COVENANTS
    ---------

8.1  Covenants of Garuda - Garuda hereby covenants and agrees as follows:


     (a)  until the  Closing  Date,  Garuda  will carry on its  business  in the
          ordinary course, except as otherwise contemplated in this Agreement;

     (b)  until  the  Closing  Date,  Garuda  will not  merge  into or with,  or
          amalgamate  or  consolidate  with,  or enter into any other  corporate
          reorganization  with,  any other  corporation or person or perform any
          act or enter into any transaction or negotiation  which  interferes or
          is inconsistent  with the completion of the transactions  contemplated
          hereby,  other  than  as  contemplated  in  this  Agreement  or in the
          Circular and, without limiting the generality of the foregoing, Garuda
          will not:

          (i)  make any  distribution  by way of dividend,  return of capital or
               otherwise to or for the benefit of Garuda's shareholders;

          (ii) with the  exception of a private  placement of 1,000,000  shares,
               issue any of its  shares  or other  securities  convertible  into
               shares or enter into any commitment or agreement therefor,  other
               than as is contemplated  by this  agreement,  or as may be agreed
               upon in writing by the Vendors;

          (iii) make any payment to any director, officer or employee;

     (c)  Garuda shall not alter or amend its  constating  documents as the same
          exist at the date of this  Agreement  except  as  contemplated  in the
          Circular;

     (d)  except as consented  to in writing by the  Vendors,  Garuda shall not,
          until the Closing Date,  engage in any  business,  enterprise or other
          activity  different  from  that  carried  on by it at the date of this
          Agreement or enter into any transaction or incur (except in respect of
          obligations or liabilities to which it is already legally subject) any
          obligation,   expenditure   or  liability   other  than   obligations,
          expenditures  and  liabilities  relating  to  the  maintenance  of its
          corporate existence and this Agreement;

     (e)  Garuda shall furnish to the Vendors such  information,  in addition to
          the information contained in this Agreement, relating to the financial
          condition,   business,   properties  and  affairs  of  Garuda  as  may
          reasonably  be requested by the Vendors,  which  information  shall be
          true and  complete in all  material  respects and shall not contain an
          untrue  statement of any  material  fact or omit to state any material
          fact  required to be stated  therein or necessary in order to make the
          statements  therein,  in the light of the  circumstances in which they
          are made, not misleading;


                                       15
<PAGE>

     (f)  Garuda  shall ensure that the  information  and  financial  statements
          related to Garuda and  provided by Garuda  shall be true,  correct and
          complete  in all  material  respects  and shall not contain any untrue
          statement  of any  material  fact or omit to state any  material  fact
          required  to be  stated  therein  or  necessary  in  order to make the
          statements  therein not  misleading in light of the  circumstances  in
          which they are made; and

     (g)  Garuda  shall do all such other acts and things as may be necessary or
          desirable in order to give effect to the  transaction  contemplated by
          this Agreement and,  without limiting the generality of the foregoing,
          Garuda shall use its best efforts:

          (i)  to obtain, before the Closing Date, all authorizations,  waivers,
               exemptions, consents, orders and other approvals from domestic or
               foreign  courts,  governmental  or regulatory  agencies,  boards,
               commissions or other authorities,  shareholders and third parties
               as  are  necessary  for  the  consummation  of  the  transactions
               contemplated hereby; and

          (ii) to satisfy each of the conditions precedent to be satisfied by it
               and to take,  or cause to be taken,  all other actions and to do,
               or cause to be done,  all other  things  necessary  or  advisable
               under applicable laws and regulations to permit the completion of
               the  transaction  contemplated  herein  in  accordance  with  the
               provisions of this Agreement.

8.2 Covenants of the Vendors and NatPro The Vendors and NatPro  hereby  covenant
and agree as follows:

     (a)  The Vendors and/or NatPro shall furnish to Garuda such information, in
          addition to the information  contained in this Agreement,  relating to
          the financial  condition,  business,  properties and affairs of NatPro
          and NPC as may  reasonably be requested by Garuda,  which  information
          shall be true and  complete  in all  material  respects  and shall not
          contain an untrue  statement of any material fact or omit to state any
          material fact  required to be stated  therein or necessary in order to
          make the  statements  therein,  in the light of the  circumstances  in
          which they are made, not misleading;

     (b)  The Vendors and/or NatPro shall ensure that the information related to
          NatPro or NPC and  provided by the Vendors or the  directors of NatPro
          shall be true, correct and complete in all material respects and shall
          not contain any untrue statement of any material fact or omit to state
          any material fact required to be stated  therein or necessary in order
          to  make  the  statements  therein  not  misleading  in  light  of the
          circumstances in which they are made;

     (c)  The Vendors  and/or  NatPro shall do all such other acts and things as
          may  be  necessary  or  desirable  in  order  to  give  effect  to the
          transaction  contemplated  hereby,  including  all such acts as may be
          required to ensure that NPC is a wholly owned  subsidiary of NatPro as
          at the Closing Date;


                                       16
<PAGE>

     (d)  until the Closing,  NatPro  agrees,  and the Vendors will cause NatPro
          and NPC, to carry on their businesses in the ordinary  course,  except
          as otherwise contemplated in this Agreement;

     (e)  until the  Closing,  NatPro  agrees,  and the Vendors  will not cause,
          NatPro or NPC to merge  into or with,  or  amalgamate  or  consolidate
          with, or enter into any other corporate reorganization with, any other
          corporation or person or perform any act or enter into any transaction
          or negotiation which interferes or is inconsistent with the completion
          of the transactions contemplated hereby, other than as contemplated in
          this  Agreement or as disclosed  to Garuda and,  without  limiting the
          generality of the foregoing, neither NatPro nor NPC will:

          (i)  make any  distribution  by way of dividend,  return of capital or
               otherwise to or for the benefit of their respective shareholders;

          (ii) cause the issuance of any shares or other securities  convertible
               into shares or enter into any commitment or agreement  therefore,
               other than with respect to issuances to Vendor's  whose  interest
               is as set out in Schedule "A" hereto;

          (iii)make any  payment to any  director,  officer or  employee  except
               pursuant to existing employment arrangements;

     (f)  except as otherwise  consented  to in writing by Garuda,  NatPro shall
          not,  and the  Vendors  shall not  permit  NatPro  nor NPC,  until the
          Closing,  to  engage in any  business,  enterprise  or other  activity
          different from that carried on by them at the date of this Agreement;

     (g)  The Vendors and NatPro  shall  furnish to Garuda  such  valuation  and
          technical  reports  and  financial  statements,  in  addition  to  the
          information  contained in this  Agreement,  relating to the  financial
          condition,  business,  properties and affairs of NatPro and NPC as may
          reasonably be requested by Garuda and all other applicable  regulatory
          authorities,  which  information  shall  be true and  complete  in all
          material  respects  and shall not contain an untrue  statement  of any
          material fact or omit to state any material fact required to be stated
          therein or necessary in order to make the statements  therein,  in the
          light of the circumstances in which they are made, not misleading;

          (h)  The Vendors and NatPro shall do all such other acts and things as
               may be  necessary  or  desirable  in order to give  effect to the
               transactions   contemplated  herein  and,  without  limiting  the
               generality  of the  foregoing,  the Vendors and NatPro  shall use
               their best  efforts to apply for and obtain such other  consents,
               orders  or  approvals  as  counsel  for  Garuda  may  advise  are
               necessary or desirable for the implementation of this Agreement.


                                       17
<PAGE>

9. EXAMINATIONS AND WAIVERS
   ------------------------

9.1  Access  for  Investigation  - The  Vendors  shall  permit  Garuda  and  its
employees, agents, legal counsel, accountants and other representatives, between
the date hereof and the Closing  Date,  to have access  during  normal  business
hours to the premises and to all the key employees, books, accounts, records and
other data of NatPro and NPC  (including,  without  limitation,  all  corporate,
accounting and tax records and any electronic or computer  accessed data) and to
the  properties  and assets of NatPro and NPC, and NatPro and NPC will  furnish,
and require that their principal  bankers,  appraisers and independent  auditors
and other  advisors  furnish,  to Garuda such  financial and operating  data and
other information with respect to the business,  properties and assets of NatPro
and NPC as  Garuda  shall  from  time  to  time  reasonably  request  to  enable
confirmation  of the  matters  warranted  in  Section 2  hereof.  It is also the
intention  of the  parties  that Garuda will be entitled to meet with NatPro and
NPC's major clients, customers and suppliers prior to Closing.

9.2  Disclosure of Information - Until the Closing Time and, in the event of the
termination  of  this  Agreement   without   consummation  of  the  transactions
contemplated  hereby,  thereafter,  Garuda  will  use its best  efforts  to keep
confidential  any  information   (unless  otherwise  required  by  law  or  such
information is readily  available or becomes readily  available,  from public or
published information or sources) obtained from NatPro or NPC. If this Agreement
is so terminated, promptly after such termination all documents, work papers and
other written  material  obtained from a party in connection with this Agreement
and not theretofore made public (including all copies and photocopies  thereof),
shall be returned to the party which provided such material.


10.0 GENERAL
     -------

10.1 Public Notices - The parties hereto agree that all notices to third parties
and  all  other  publicity  concerning  the  transactions  contemplated  by this
Agreement  shall be jointly planned and  co-ordinated  and no party hereto shall
act  unilaterally in this regard without the prior approval of the others,  such
approval not to be unreasonably withheld.

10.2  Expenses - All costs and expenses  including  legal  expenses  incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by Garuda.

10.3 Currency - Unless otherwise specified, all dollar figures contained in this
agreement refer to U.S. currency.


                                       18
<PAGE>



10.4 Time - Time shall be of the essence hereof.

10.5  Notices - Any notice or other  writing  required or  permitted to be given
hereunder or for the purposes hereof shall be sufficiently given if delivered or
telecopied to the party to whom it is given or if mailed, by prepaid  registered
mail, addressed to such party at:

(a)      If to Garuda,

                  John Curry,  President
                  1895 West 26th Street
                  West  Vancouver, BC, V7V 2K4
                  Fax: 604-482-0111

(b)      If to the Vendors,

                  C. Robin Relph, Chairman
                  Natural Program Herbal Laboratories
                  Suite 102 - 2245 West Broadway
                  Vancouver, BC V6K 2E4



with a copy in each case to:

                  Paul Simpson, Esq.  Barrister & Solicitor
                  480 - 650 West Georgia Street
                  Vancouver, British Columbia
                  V6B 4N9
                  Fax (604) 662-3231


or at such other  address as the party to whom such writing is to be given shall
have last  notified to the party giving the same in the manner  provided in this
section.  Any notice mailed as aforesaid  shall be deemed to have been given and
received on the fifth business day next following the date of its mailing unless
at the time of mailing or within five (5) business days thereafter  there occurs
a postal  interruption  which could have the effect of delaying  the mail in the
ordinary course,  in which case any notice shall not be effectively given unless
it is actually delivered or sent by telecopy. Any notice delivered or telecopied
to the party to whom it is  addressed  shall be  deemed  to have been  given and
received  on the  day it was  delivered,  provided  that  if  such  day is not a
business  day then the notice shall be deemed to have been given and received on
the business day next following such day.



                                       19
<PAGE>

10.6  Governing  Law - This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the State of Nevada.

10.7  Severability  - If any  one or more of the  provisions  contained  in this
Agreement  should be  invalid,  illegal or  unenforceable  in any respect in any
jurisdiction,  the validity,  legality and  enforceability  of such provision or
provisions  shall not in any way be affected  or  impaired  thereby in any other
jurisdiction  and the  validity,  legality and  enforceability  of the remaining
provisions  contained  herein  shall  not in any  way be  affected  or  impaired
thereby,  unless in either case as a result of such determination this Agreement
would fail in its essential purpose.

10.8 Entire Agreement - This Agreement  constitutes the entire agreement between
the parties hereto and supersedes all prior agreements and understandings,  oral
or written, by and between any of the parties hereto with respect to the subject
matter hereof.

10.9 Further Assurances - The parties hereto shall with reasonable  diligence do
all such things and provide all such reasonable assurances as may be required to
consummate the  transactions  contemplated  hereby,  and each party hereto shall
provide such further documents or instruments required by the other party as may
be reasonably necessary or desirable to effect the purpose of this Agreement and
carry out its provisions whether before or after the Closing Date.

10.10  Enurement - This  Agreement and each of the terms and  provisions  hereof
shall enure to the benefit of and be binding  upon the parties  hereto and their
respective   heirs,   executors,   administrators,   personal   representatives,
successors and assigns.

10.11  Counterparts - This Agreement may be executed in as many  counterparts as
may be  necessary  or by  facsimile  and each such  agreement  or  facsimile  so
executed shall be deemed to be an original and such counterparts  together shall
constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have hereunto duly executed this Agreement
as of the day and year first above written. GARUDA CAPITAL CORP.


                                       20
<PAGE>


per:  /s/
     ---------------------------------------
       Authorized Signatory

NATURAL PROGRAM, INC.


per:   /s/
     ---------------------------------------
       Robin Relph, Director

GARUDA VENTURES  LTD


per:   /s/
     ---------------------------------------
       Robin Relph, Director


SIGNED, SEALED AND DELIVERED        )
by ROBIN RELPH in the presence of:  )
                                    )
__________________________________  )
Name                                )
                                    )        /s/
__________________________________  )        ________________________________
Address                             )        ROBIN RELPH
                                    )
                                    )
                                    )
__________________________________  )
Occupation                          )




                                       21
<PAGE>

SIGNED, SEALED AND DELIVERED        )
by PASCAL ROY in the presence of:   )
                                    )
__________________________________  )
Name                                )
                                    )        /s/
__________________________________  )        ________________________________
Address                             )        PASCAL ROY
                                    )
                                    )
                                    )
__________________________________  )
Occupation                          )

ARAN ASSET MANAGEMENT S.A.


per:  /s/
     ---------------------------------------
       Authorised Signatory






                                       22
<PAGE>

<TABLE>
<CAPTION>


                                                      SCHEDULE "A"

                                                      The Vendors
---------------------------------------------------------- ------------------------------- ---------------------------
<S>                                                              <C>                       <C>
Name and address for delivery of Purchase Proceeds:               Number of Common         Purchase Shares Issuable:
                                                                    Shares Held
---------------------------------------------------------- ------------------------------- ---------------------------

Garuda Ventures Ltd.                                                8750 shares                     282,258
P O Box 1109 GT
Mary Street, Grand Cayman
Cayman Islands
British West Indies

---------------------------------------------------------- ------------------------------- ---------------------------

 Pascal Roy                                                         2500 shares                      80,645
#3 - 2285 W. 10th Ave.
Vancouver, BC V6K 2J1
Canada

---------------------------------------------------------- ------------------------------- ---------------------------

Aran Asset Mgmt.                                                    1250 shares                      40,323
Alpenstr. 11
P. O. Box 4010
CH - 6304 Zug

Switzerland

---------------------------------------------------------- ------------------------------- ---------------------------

C. Robin Relph                                                      3000 shares                      96,774
#4, Arbour Island
Old Fort Bay
New Providence

Bahamas

---------------------------------------------------------- ------------------------------- ---------------------------

Total:                                                                 15,500                       500,000
---------------------------------------------------------- ------------------------------- ---------------------------

</TABLE>


<PAGE>


                                  SCHEDULE "B"
                               Material Contracts

Of NatPro

1.
2.



Of NPC

1.
2.