PURCHASE AND SALE AGREEMENT


          THIS
PURCHASE AND SALE AGREEMENT (the “Agreement”) is made this 2nd day
of September, 2009, by and between JORNIK, INC., a California corporation,
hereinafter (“Seller”) and ES RX, INC., a California corporation, hereinafter
(“Buyer”).



RECITALS


          A.          Seller
owns and operates Bell Plaza Pharmacy, located at 6339 S. Atlantic Avenue,
Bell, California 90201(“Bell”).


          B.          Bell
owns certain assets (collectively, the “Assets”) consisting of the: (a) Seller’s
inventory of stock, and (b) all of the furniture, fixtures, equipment, computer
hardware and software. Assets do not include Seller’s accounts receivable, cash
on hand and in banks or corporate books and records.


          C.          Seller
desires to sell, assign and transfer to Buyer and Buyer desires to purchase and
acquire the Assets from Seller.


AGREEMENT


          NOW,
THEREFORE, in consideration of the terms, covenants,
and conditions hereinafter set forth, and other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:


          1.          Purchase and Sale of Assets.  


                       Subject
to the terms and conditions of this Agreement, on the Closing Date (as defined
in Section 4 herein), Seller does hereby agree to sell, convey, assign,
transfer, and deliver to Buyer, and Buyer agrees to purchase from Seller the
Assets.


          2.          Consideration.  


                        In
consideration for the sale and transfer of the Assets from Seller to Buyer,
Buyer shall assume responsibility to pay to Seller’s creditors the maximum sum
of Twenty Thousand Dollars ($20,000) (“the Consideration”). 


	
  

 	
  

 
	
  

 	
                     a.          $15,000
 of the Consideration shall be applied by Buyer to payment of debts to
 Seller’s merchandise vendors (“Vendor Debts”).

 
	
  

 	
  

 
	
  

 	
                     b.          The
 remaining $5,000 of the Consideration shall be held by Buyer for a period of
 eighteen (18) months from and after the Closing Date, in an interest bearing
 account, during which it is to be applied to the payment of Seller’s debts
 other than Vendor Debts. Any
 Consideration not expended for the payment of Seller’s debts, after 18
 months, shall be released to Seller, together with any interest which may
 have accrued.

 








	
  

 	
  

 
	
  

 	
 3.          Non-Assumption
of Liabilities.  

 
	
  

 	
  

 
	
  

 	
              It
 is expressly agreed that, other than Buyer’s responsibility to pay up to a
 maximum of Twenty Thousand Dollars .to creditors of Seller, Buyer is not
 assuming any further responsibility for Seller’s or Bell’s debts, accounts
 payable, taxes, penalties, obligations, or liabilities of or associated with
 the Assets or arising out of or relating to events occurring Prior to the
 Closing Date, except for sales tax relating to the purchase and sale of such
 of the Assets as may be required by the California State Board of
 Equalization.

 
	
  

 	
  

 
	
  

 	
 3.         Closing Date.  

 


                       Subject
to the satisfaction or waiver of all conditions precedent as set forth in this
Agreement, the consummation of the purchase and sale of the Assets and all
transactions contemplated herein shall occur on September 2, 2009 (the “Closing Date”).


          4.          Conditions Precedent to Closing.


                       The
closing, and Buyer’s duty to perform, shall be contingent upon satisfaction or
Buyer’s written waiver of the following:


                              a.          Buyer
shall obtain a temporary permit from the California State Board of Pharmacy (“Temporary
Permit”). Buyer agrees to
use commercially reasonable diligent efforts to obtain the Temporary Permit,
and Seller shall reasonably assist Buyer in obtaining same.


          5.          Bill of Sale.


                       On
the Closing Date, Seller shall deliver to Buyer a duly executed Bill of Sale,
in the form attached hereto as Exhibit “A”.


          6.          Representations and Warranties of Seller.


                      As
of the date of this Agreement and as of the Closing Date, Seller represents and
warrants to Buyer the following, the truth and accuracy of each of which shall
constitute a condition precedent to the obligations of Buyer and which shall
survive the Closing Date:


                      a.          Authority.
Seller is a corporation, duly organized, validly
existing, and in good standing under the laws of the State of California, and
has full authority to execute and deliver this Agreement and consummate the
transactions contemplated hereby, and when executed this Agreement will be a
legal, valid and binding obligation of Seller, enforceable in accordance with
its terms.


                      b.          Title to
Assets. On the Closing Date, Seller shall convey and transfer to
Buyer, good, complete and marketable title to all of the Assets, free and clear
of restrictions or conditions of transfer or assignment, and free and clear of
all defects of title, claims, security interests or restrictions.






                      c.          Legal
Actions / Adverse Audits. There are no actions, suits or
proceedings pending or threatened against Seller which, individually or in the
aggregate, could have a material adverse effect on any of the Assets or the
transactions contemplated herein, whether at law or in equity. Seller is not in
default with respect to any order, writ, injunction or decree of any federal,
state or local court, department, agency or instrumentality, or of any
arbitrator, which is directed against it, and is not in violation of any
applicable federal, state or local statute, law or regulation which would have
a material adverse effect on the transactions contemplated herein or on the
Assets. Seller has not been the subject of any materially adverse audit
conducted by any third party claims payer within the twelve (12) month period
immediately preceding the Closing Date.


                      d.          Condition
of Assets. All of the
Assets are in good condition and/or repair except for normal wear and tear, and
are fit for the purposes for which they are being used.


          7.          Representations and Warranties of Buyer.


                      As
of the date of this Agreement and as of the Closing Date, Buyer represents and
warrants to Seller the following, the truth and accuracy of each of which shall
constitute a condition precedent to the obligations of Seller and which shall
survive the Closing Date:


                      a.          Authority.
Buyer is corporation, duly organized, validly existing, and in good standing
under the laws of the State of California, and has full power and authority to
execute and deliver this Agreement and consummate the transactions contemplated
hereby, and when executed this Agreement will be a legal, valid and binding
obligation of Buyer, enforceable in accordance with its terms.


                      b.          Permits
and Licenses. Buyer
understands and acknowledges that Buyer will be required to obtain all
necessary permits and licenses to operate any pharmaceutical business in its
own name, from the appropriate regulatory agencies, and that Seller shall not
deliver any such permits or licenses.


                      c.          Retention
of Records. Buyer agrees to preserve all records of acquisition
and disposition of dangerous drugs, and provide Seller with reasonable access thereto
and permit Seller to make copies thereof during normal business hours, for a
period of not less than three (3) years following the Closing Date.


          8.         Indemnification


                      a.           Buyer
shall indemnify, defend and hold harmless Seller, its officers, directors,
shareholders, agents, successors, and assigns from and against any and all
claims, demands, losses, liabilities, costs, expenses, obligations and damages,
including, without limitation, debts and interest, penalties and reasonable
attorneys’ fees, suffered or incurred by Seller which arise, result from or
relate to any material breach of or failure by Buyer to perform any of its
covenants or agreements in this Agreement, or from any material inaccuracy of any
representation or warranty of Buyer in this Agreement, or which arise, result
from or relate to any liability or obligation of Buyer arising out of the
conduct and operation of Buyer’s 






pharmaceutical company
before or after the Closing Date, which are not specifically assumed by
Seller hereunder. 


                      b.          Seller
shall indemnify, defend and hold harmless Buyer, its officers, directors,
shareholders, agents, successors, and assigns from and against any and all
claims demands, losses, liabilities, costs, expenses, obligations and damages,
including, without limitation, debts and interest, penalties and reasonable
attorneys’ fees, suffered or incurred by Buyer which arise, aresult form or
relate to any material breach of or failure by Seller to perform any of its
covenants or agreements in this Agreement, or from any material inaccuracy of
any representation or warranty of Seller in this Agreement, or which arise,
result from or relate to any liability or obligation of Seller arising out of
the conduct and operation of Seller’s Pharmaceutical companies, before or after
the Closing date, which are not specifically assumed by Buyer hereunder.


          9.          General
Provisions.


                              a.          
Time.
Time is of the essence to the performance of the parties under this Agreement.


                              b.          Sales Tax.
Buyer shall be responsible for payment of all sales and use taxes arising out
of the transfer of the Assets, if any.


                              c.          Expenses.
Each of the parties shall pay all costs and expenses incurred or to be incurred
by it in negotiating and preparing this Agreement and in closing and carrying
out the transactions contemplated by this Agreement. Property taxes and
insurance (if assumed by Buyer, at its option) will be prorated as of the
Closing Date.


                              d.          Notices.
All notices, statements or demands shall be in writing and shall be served in
person, by facsimile, by express mail, by certified mail or by private
overnight delivery. Service shall be deemed conclusively made (a) at the time
of service, if personally served or transmitted by facsimile, (b) twenty-four
(24) hours after deposit in the United States mail, properly addressed and
postage prepaid, if served by express mail, or (c) five (5) days after deposit
in the United States mail, properly addressed and postage prepaid, return
receipt requested, if served by certified mail.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Any notice
 to Seller shall be given to:

 	
  

 	
 Any notice
 to Buyer shall be given to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 JORNIK, INC.

 	
  

 	
 ES RX, INC.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	


 	
  

 	
  

 	


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	


 	
  

 	
  

 	


 	
  

 
	
  

 	
 Attn: Ivan
 Manes

 	
  

 	
 Attn: Aaron
 Crowley

 


                    Any
party may, by virtue of written notice in compliance with this paragraph, alter
or change the address or the identity of the person to whom any notice or copy
thereof is to be sent.


	
  

 	
  

 
	
  

 	
                     e.          Waivers.
 A waiver by any party of any of the terms and conditions of this Agreement in
 any one instance shall not be deemed or construed to be a waiver of 

 








	
  

 	
  

 
	
  

 	
 such term or condition for the future, or of any subsequent breach
 thereof, nor shall it be deemed a waiver of performance of any other
 obligation hereunder.

 
	
  

 	
  

 
	
  

 	
                     f.          Disputes.
 In the event a dispute shall arise between the parties, whether based on
 contract, tort, statute or other legal theory (including without limitation
 any claim of fraud or misrepresentation), arising out of or related to this
 Agreement, resulting in litigation, in addition to such other relief as may
 be awarded by the courts, the prevailing party or parties shall be entitled
 to recover reasonable attorneys’ fees, expenses and costs.

 
	
  

 	
  

 
	
  

 	
                     g.          Binding
 Effect. This Agreement shall be binding upon and inure to the
 benefit of the successors and assignees of the parties.

 
	
  

 	
  

 
	
  

 	
                     h.          Headings.
 The subject headings of the paragraphs and subparagraphs of this Agreement
 are for convenience only and shall not in any way affect the construction or
 interpretation of any provision of this Agreement.

 
	
  

 	
  

 
	
  

 	
                     i.          Entire
 Agreement. This Agreement, together with its Exhibits, and
 escrow instructions prepared by the Escrow Agent, contain the entire
 understanding of the parties hereto relating to the subject matter hereof and
 supersedes all prior and collateral agreements, understandings, statements
 and negotiations of the parties. Each party acknowledges that no
 representations, inducements, promises, or agreements, oral or written, with
 reference to the subject matter hereof have been made other than as expressly
 set forth herein.

 
	
  

 	
  

 
	
  

 	
                     j.          Severability.
 If any provision of this Agreement, as applied to any party or to any
 circumstance, shall be found by a court of competent jurisdiction to be void,
 invalid or unenforceable, the same shall in no way affect any other provision
 of this Agreement, the application of any such provision in any other
 circumstance, or the validity or enforceability of this Agreement.

 
	
  

 	
  

 
	
  

 	
                     k.          Governing
 Law/Interpretation. This Agreement shall be governed by,
 construed in accordance with and enforced under the laws of the State of
 California. Words used herein, regardless of the number and gender
 specifically used, shall be deemed and construed to include any other number,
 singular or plural, and any other gender, masculine, feminine or neuter, as
 the context requires. 

 



               IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Seller:

 	
 Buyer:

 
	
  

 	
  

 
	
 JORNIK, INC.

 	
 ES RX, INC.

 
	
  

 	
  

 
	
 By: 

 	
 /s/ Ivan
 Manes

 	
  

 	
 By: 

 	
 /s/ Aaron
 Crowley

 	
  

 
	
 

 	


	
  

 	
 

 	


	
  

 
	
  

 	
 Ivan Manes,
 its President

 	
  

 	
 Aaron
 Crowley, its President

 









Exhibit “A”


Bill
of Sale


          This Bill
of Sale is made, executed and effective as of the 2nd day of
September, 2009, by JORNIK, Inc. (“Seller”) to ES RX, Inc. (“Buyer”). Unless
otherwise defined herein, all capitalized terms used in this Bill of Sale are
defined in the Purchase and Sale Agreement and Escrow Instructions, dated
September 2, 2009, by and between Seller and Buyer (the “Agreement”). This Bill
of Sale is being executed and delivered pursuant to, and in accordance with,
Paragraph 6 of the Agreement.


          Seller
hereby conveys, grants, bargains, sells, transfers, sets over, assigns,
delivers and confirms unto Buyer, its successors and assigns forever, all
right, title and interest of Seller in and to the Assets as set forth in, and
subject to the terms of, the Agreement; to have and to hold all of the Assets,
unto Buyer, its successors and assigns, to its own use.


          Seller
further covenants and agrees that it will do, execute and deliver, or will
cause to be done, executed and delivered, all such further acts, transfers,
assignments and conveyances, confirmations, powers of attorney, assurances and
consents, for the better assuring, conveying and confirming unto Buyer of all
the right, title and interest of Seller in and to the Assets, as Buyer shall
reasonably require.


          IN
WITNESS WHEREOF, Seller has executed this Bill of
Sale.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Jornik,
 Inc..

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Ivan
 Manes 

 	
  

 
	
  

 	
  

 	


	
  

 
	
  

 	
  

 	
 Ivan Manes,
 its President