Exhibit 10.1

                             NOTE PURCHASE AGREEMENT

     This NOTE PURCHASE AGREEMENT (the "AGREEMENT") is dated as of April 2, 2014
(the  "EFFECTIVE  DATE"),  and is  entered  into by and  between  YOPCP,  LLC, a
Colorado  limited  liability  company (the  "COMPANY") and Stevia Corp, a Nevada
corporation ( "STEVIA").

                                    RECITALS

     WHEREAS,  the  Company  desires to obtain  funding  from  Stevia for a loan
amount of two  hundred  fifty  thousand  U.S.  dollars  ($250,000)  through  the
issuance  of a senior  secured  convertible  promissory  note on the  terms  and
conditions  as set forth in the form of Senior  Secured  Convertible  Promissory
Note attached hereto as Exhibit A (the "NOTE").

     NOW, THEREFORE, in consideration of the foregoing, and the representations,
warranties,  covenants  and  conditions  set forth  below,  the parties  hereto,
intending to be legally bound, hereby agree as follows:

                                    AGREEMENT

1. THE NOTE

     1.1 ISSUANCE AND RECEIPT OF NOTE.  Subject to the terms of this  Agreement,
in consideration for the purchase price of $250,000, the Company agrees to issue
to Stevia the Note,  delivered by the Company to Stevia, with a principal amount
of $250,000 (the "LOAN AMOUNT"),  such Note convertible into membership units of
the Company (the "CONVERSION  UNITS") in the  circumstances and on the terms set
forth in the Note.

     1.2 CONVERSION  RIGHT.  Stevia shall have the right to convert the Note, at
its sole  option,  into  Conversion  Units in  accordance  with  the  terms  and
conditions set forth in the Note.

2. THE CLOSING

     2.1 CLOSING DATE.  The closing of the issuance of the Note (the  "CLOSING")
shall be held on the Effective Date or such other date as Stevia and the Company
mutually  agree.  The date of the Closing is referred to herein as the  "CLOSING
DATE."

     2.2  DELIVERY.  At the Closing,  (a) Stevia and the Company will deliver to
each other (i) this executed Agreement;  (ii) the executed Security Agreement in
the form  attached  hereto as Exhibit B; and (iii) the  executed  Note,  and (b)
Stevia  shall  deliver  the Loan  Amount  either  in  cash,  by check or by wire
transfer to an account designated by the Company.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     The Company  represents  and warrants to Stevia that except as set forth in
the  disclosure  schedules  delivered by the Company to Stevia (the  "Disclosure
Schedule") which have been provided to Stevia prior to the date hereof:

     3.1  DEFINITIONS.  As used  herein,  the  following  terms  will  have  the
following meanings:

     "AFFILIATE"  means,  with  respect to any Person,  any other  Person  which
directly  or  indirectly  through  one  or  more  intermediaries   Controls,  is
controlled by, or is under common control with, such Person.

     "CONTROL"  (including the terms  "controlling,"  "controlled  by" or "under
common control with") means the possession,  direct or indirect, of the power to
direct  or cause the  direction  of the  management  and  policies  of a Person,
whether through the ownership of voting securities, by contract or otherwise.

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     "COMPANY'S KNOWLEDGE" means the actual knowledge of the executive officers,
managers or member  managers (as defined in Rule 405 under the Securities Act of
1933, as amended (the "SECURITIES ACT")) of the Company, after due inquiry.

     "ENVIRONMENTAL  AND SAFETY  REQUIREMENTS"  means,  whenever in effect,  all
federal, state, local and foreign statutes,  regulations,  ordinances, codes and
other  provisions   having  the  force  or  effect  of  law,  all  judicial  and
administrative  orders and determinations,  all contractual  obligations and all
common law concerning  public health and safety,  worker health and safety,  and
pollution or protection of the environment,  including all those relating to the
presence,  use, production,  generation,  handling,  transportation,  treatment,
storage,  disposal,  distribution,  labeling,  testing,  processing,  discharge,
release,  threatened  release,  control or cleanup of any  hazardous  materials,
substances or wastes, chemical substances or mixtures,  pesticides,  pollutants,
contaminants,  toxic  chemicals,  petroleum  products or  byproducts,  asbestos,
polychlorinated biphenyls, noise or radiation.

     "HAZARDOUS MATERIALS" means those substances,  materials, and items, in any
form, whether solid,  liquid,  gaseous,  semisolid,  or any combination thereof,
whether  waste  materials,   raw  materials,   chemicals,   finished   products,
byproducts,  or any other materials or articles,  which are regulated by or form
the  basis  of  liability   under  any  applicable   Environmental   and  Safety
Requirements including: (a) wastes, materials, chemicals, and substances defined
as  or  included  within  the  definition  of  "hazardous   wastes,"  "hazardous
substances,"  "pollutants,"  "contaminants,"  "hazardous  materials," "hazardous
chemicals,"   "extremely  hazardous   substances,"  "toxic  substances,"  "toxic
pollutants,"   "hazardous  pollutants,"  "solid  wastes,"  "industrial  wastes,"
"medical  wastes" or words of similar  meaning or regulatory  effect,  under any
applicable Environmental and Safety Requirements;  and (b) asbestos in any form,
PCBs, transformers or other equipment containing PCBs, petroleum (including, but
not limited to, crude oil, petroleum-derived substances,  gasoline, diesel fuel,
waste oils,  or breakdown or  decomposition  products  thereof,  or any fraction
thereof), radioactive substances, radon gas, and urea formaldehyde.

     "MATERIAL  ADVERSE  EFFECT"  shall mean any fact,  change,  event,  factor,
condition,  circumstance,  development  or effect that,  individually  or in the
aggregate,  has, or would  reasonably  be expected to have,  a material  adverse
effect on the business, assets, liabilities, condition (financial or otherwise),
prospects or results of operations of a Party.

     "PERSON" means an individual,  corporation,  partnership, limited liability
company, trust, business trust, association, joint stock company, joint venture,
sole proprietorship,  unincorporated organization, governmental authority or any
other form of entity not specifically listed herein.

     "PROPRIETARY  RIGHTS"  means  all of  the  following,  in any  jurisdiction
throughout the world: (i) patents, patent disclosures and inventions (whether or
not  patentable  and  whether  or not  reduced  to  practice)  and any  reissue,
continuation,   continuation-in-part,   division,   extension  or  reexamination
thereof;  (ii) trademarks,  service marks and trade dress, logos,  slogans,  and
other indicia of origin,  and all  translations,  adaptations,  derivations  and
combinations of the foregoing,  together with all goodwill associated therewith;
(iii)  copyrights  and  copyrightable  works;  (iv) internet  domain names;  (v)
registrations,  applications  for  registration,  and  renewals  of  any  of the
foregoing;  (vi) computer software  (including source code and executable code),
and tools, systems,  data, databases and documentation;  (vii) trade secrets and
other confidential information,  including ideas, recipes,  know-how,  processes
and techniques, research and development information,  drawings, specifications,
designs,  plans, proposals and technical data and manuals; and (viii) all copies
and tangible embodiments of any of the foregoing (in whatever form or medium).

      "TAXES" shall mean all taxes of any kind,  including,  without limitation,
those on or measured by or referred to as income, gross receipts, sales, use, ad
valorem, franchise, profits, license, withholding,  payroll, employment, excise,
severance, stamp, occupation,  premium value added, property or windfall profits
taxes,  customs,  duties or  similar  fees,  assessments  or charges of any kind

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whatsoever,  together with any interest and any  penalties,  additions to tax or
additional amounts imposed by any governmental authority, domestic or foreign.

     "TAX  RETURN"  shall mean any return,  report or  statement  required to be
filed with any governmental authority with respect to Taxes.

     3.2 ORGANIZATION AND STANDING.  The Company is a limited  liability company
duly  organized,  validly  existing and in good  standing  under the laws of the
state  of its  organization  and  has all  requisite  organizational  power  and
authority  to  carry  on  its  business  as now  conducted  and  proposed  to be
conducted.

     3.3 CORPORATE POWER AND AUTHORITY.  The Company has all requisite legal and
corporate  power to enter into,  execute,  deliver  and perform its  obligations
under this Agreement,  the Security  Agreement and the Note  (collectively,  the
"TRANSACTION  DOCUMENTS").  The  Transaction  Documents  are valid  and  binding
obligations of the Company,  enforceable in accordance with their terms,  except
to the extent that such  enforcement  may be subject to  applicable  bankruptcy,
insolvency,  reorganization,  arrangement,  moratorium, fraudulent conveyance or
other laws or court  decisions  relating to or affecting the rights of creditors
generally,  and such  enforcement  may be limited  by  equitable  principles  of
general applicability.

     3.4 CAPITALIZATION.

     (a) The membership units of the Company (the "UNITS") consists of 1,000,000
Units issued and outstanding.  All of the issued and outstanding Units have been
duly  authorized,  are  validly  issued,  fully  paid  and  non-assessable.  The
capitalization structure of the Company is set forth on Schedule 3.4.

     (b) All of the issued and outstanding  Units were issued in compliance with
applicable laws.

     (c)  Except as set forth on  Schedule  3.4,  there  are no  outstanding  or
authorized   options,   warrants,   convertible   securities  or  other  rights,
agreements,  arrangements or commitments of any character  relating to the Units
of the Company or obligating the Company to issue or sell any Units or any other
interest in, the Company.  The Company does not have  outstanding  or authorized
any unit appreciation,  phantom stock,  profit  participation or similar rights.
There are no voting trusts, unit holder agreements,  proxies or other agreements
or understandings in effect with respect to the voting or transfer of any of the
Units.

     3.5 NO CONFLICTS.  The execution, and delivery of the Transaction Documents
and  the  performance  of  the  transactions  contemplated  by  the  Transaction
Documents, is not in conflict with and will not result in any material breach of
any terms,  conditions or provisions of, or constitute a material  default under
its corporate charter or other organizational  document,  as applicable,  or any
indenture,  lease,  agreement,  order,  judgment  or other  instrument  to which
Company is a party.

     3.6 USE OF PROCEEDS. The net proceeds of the issuance of the Note hereunder
will be used by the Company for working capital and general corporate purposes.

     3.7 MATERIAL CONTRACTS.

     (a) Except as set forth on Schedule 3.7, the Company is not a party to any:

         (i) agreements with customers, vendors, suppliers or service providers,
which  resulted  in  payments  to or by the Company in excess of $10,000 for any
twelve (12) month period;

         (ii)  agreement  with any labor  union or any  bonus,  pension,  profit
sharing,  retirement or any other form of deferred compensation plan or any unit

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purchase,  phantom  unit,  unit  appreciation,  unit  option or similar  plan or
practice, whether formal or informal, or any severance agreement or arrangement;

         (iii) agreement or indenture relating to indebtedness or to mortgaging,
pledging or otherwise placing a lien on the Company's assets or letter of credit
arrangements;

         (iv) agreements with respect to the lending or investing of funds;

         (v)  inbound  or  outbound  license  or  royalty  agreements  or  other
contracts to with respect to any Proprietary Rights;

         (vi) lease or  agreement  under which the Company is lessee of or holds
or operates any property,  real or personal,  owned by any other party for which
the annual rental exceeds $5,000;

         (vii)  lease or  agreement  under  which  the  Company  is lessor of or
permits any third party to hold or operate any property, real or personal, owned
or controlled by the Company;

         (viii) other contract or group of related contracts with the same party
continuing over a period of more than six months from the date or dates thereof,
not  terminable  by the Company  upon  thirty (30) days' or less notice  without
penalty or involving more than $10,000;

         (ix)  agreement  which  prohibits  the Company from freely  engaging in
business anywhere in the world or that otherwise restricts any activities of the
Company (including any co-existence or other agreement that restricts the use of
any Proprietary Rights and any agreements that include "most-favored-nations" or
similar provisions);

         (x) agreement  relating to the  marketing,  advertising or promotion of
the Company's products or services;

         (xi) franchise or agency agreements;

         (xii)  agreements  relating  to  ownership  of or  investments  in  any
business or  enterprise,  including  investments  in joint ventures and minority
equity investments;

         (xiii) power of attorney;

         (xiv) agreement with any governmental authority;

         (xv)  agreement not entered into in the ordinary  course of business or
that is material to the business,  financial condition, results of operations or
prospects  of the Company  which makes or receives  annual  payments of not less
than $10,000;

         (xvi) agreement with any insider or any individual  related by marriage
or adoption to any such  insider or any entity in which any such Person owns any
beneficial interest; and

         (xvii) other  agreement  material to it, whether or not entered into in
the ordinary course of business.

     (b)  Except  as  specifically  disclosed  on  Schedule  3.7(b),  (i) to the
Company's  Knowledge,  no Material  Contract  has been  breached in any material
respect or cancelled by the other party thereto,  (ii) the Company has performed
all  obligations  under each Material  Contract  required to be performed by the
Company and there is no material  breach of or default  under any such  Material

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Contract or, to the Company's Knowledge,  any event which, upon giving of notice
or lapse of time or both, would constitute such a breach or default,  (iii) each
Material Contract is legal,  valid,  binding,  enforceable and in full force and
effect  against the Company and, to the  Company's  Knowledge,  each other party
thereto,   and  will  continue  as  such  following  the   consummation  of  the
transactions contemplated hereby (subject to bankruptcy,  moratorium and similar
laws and subject to the application of specific  performance and other equitable
principles), and (iv) the Company has no present expectation or intention of not
fully performing any obligation pursuant to any Material Contract.  For purposes
of this  Agreement,  "Material  Contract"  means any leases  and each  contract,
agreement or other commitment required to be listed on Schedule 3.7. The Company
has  heretofore  delivered  to  Stevia a true and  correct  copy of all  written
Material  Contracts  (and a true and  correct  written  description  of all oral
Material  Contracts),  together  with  all  amendments,  exhibits,  attachments,
waivers thereto.

     3.8 ACCOUNTS RECEIVABLE.  Except as set forth on Schedule 3.8, all accounts
and notes  receivable  reflected on the latest  balance sheet of the Company (i)
arise from sales  actually made or services  actually  performed by the Company,
(ii) are reflected on the Financial  Statements  (net of allowances for doubtful
accounts as reflected thereon), (iii) are or shall be valid receivables (subject
to no counterclaims or offsets) arising in the ordinary course of business,  and
(iv) are or shall be current as shown on the latest balance sheet of the Company
and on the  Financial  Statements,  as the  case may be (net of  allowances  for
doubtful accounts as reflected thereon).

     3.9  CUSTOMERS.  Listed in Schedule 3.9 are the names and  addresses of the
ten most  significant  customers (by revenue) of the Company's  business for the
twelve-month  period ended  December 13, 2013 and the amount for which each such
customer  was  invoiced  during such  period.  The Company has not  received any
notice  and has no  reason  to  believe  that any such top ten  customer  of the
Company's  business has ceased,  or will cease,  to purchase the products of the
Company,  or has  substantially  reduced,  or  will  substantially  reduce,  the
purchase of such products at any time.

     3.10 SUPPLIERS. Listed in Schedule 3.10 are the names and addresses of each
of the ten most significant  suppliers of raw materials,  supplies,  merchandise
and other goods for the Company for the  twelve-month  period ended December 31,
2013 and the amount for which each such  supplier  invoiced  the Company  during
such  period.  The Company has not  received any notice and has no any reason to
believe  that  any  such  supplier  will  not  sell  raw  materials,   supplies,
merchandise and other goods to the Company on terms and conditions substantially
similar to those  used in its  current  sales to the  Company,  subject  only to
general and customary price increases.

     3.11 TAX MATTERS. Except as set forth on Schedule 3.11: (a) the Company has
timely filed all federal, state, local and foreign income, information and other
Tax Returns which are required to be filed;  (b) all filed Tax Returns are true,
complete  and  accurate in all  material  respects  and  accurately  reflect the
liabilities  for Taxes of the  Company;  (c) all  Taxes,  assessments  and other
governmental charges imposed upon the Company, or upon any of the assets, income
or franchises of the Company, have been timely paid or, if not yet payable, will
be  timely  paid;  (d)  there  are  no  actual  or  proposed  Tax  deficiencies,
assessments  or  adjustments  with respect to the business of the Company or any
assets  or  operations  of the  Company;  (e) no claim  has ever been made by an
authority in a jurisdiction where the Company does not file Tax Returns that the
Company is or may be subject to taxation by that  jurisdiction;  (f) the Company
has  withheld  and paid all Taxes  required  to have been  withheld  and paid in
connection  with  any  amounts  paid  or  owing  to  any  employee,  independent
contractor,  creditor,  member, or other third party, and all Forms W-2 and 1099
required with respect  thereto have been properly  completed and timely filed in
all material respects;  (g) the Company does not have any liability for Taxes of
any Person under Reg. ss. 1.1502-6 (or any similar provision of state, local, or
foreign law), as a transferee or successor, by contract or otherwise; and (h) no
federal,  state, local, or non-U.S. Tax audits or administrative or judicial Tax
proceedings are pending or being conducted with respect to the Company. Schedule
3.11  contains a list of all  states,  territories  and  jurisdictions  (whether
foreign or  domestic)  in which the  Company is  required  to file Tax  Returns.
Schedule  3.11  contains  a list of each  agreement,  contract,  plan,  or other
arrangement (whether or not written and whether or not an Employee Benefit Plan)
(collectively  a "Plan") to which the Company is a party that is a "nonqualified

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deferred compensation plan" subject to Code ss.409A. Each Plan complies with the
requirements  of Code  ss.409A(a)(2),  (3), and (4) and any IRS guidance  issued
thereunder  and no amounts  under any such Plan are or have been  subject to the
interest and additional tax set forth under Code  ss.409A(a)(1)(B).  The Company
does not have any actual or  potential  obligation  to  reimburse  or  otherwise
"gross-up"  any Person for the interest or  additional  tax set forth under Code
ss.409A(a)(1)(B).

     3.12 TITLE TO PROPERTIES.  The Company has good and marketable title to all
real  properties  and all other  properties and assets owned by it, in each case
free from liens, encumbrances and defects that would materially affect the value
thereof or  materially  interfere  with the use made or currently  planned to be
made thereof by them; and the Company holds any leased real or personal property
under valid and  enforceable  leases with no  exceptions  that would  materially
interfere with the use made or currently planned to be made thereof by them

     3.13 PROPRIETARY RIGHTS.

     (a) The Company  owns and  possesses,  solely and  exclusively,  all right,
title and interest in, to and under the  Proprietary  Rights,  and has the valid
and enforceable right to use the Proprietary  Rights used or held in the conduct
of the Company's business, free and clear of all liens.

     (b)  Schedule  3.13(b) sets forth a complete and correct list of all of the
following  that are used in  connection  with the  Company's  business:  (i) all
issued  patents and pending  patent  applications;  (ii) all  registrations  and
applications for registration of any copyrights; (iii) all trade names; (iv) all
registrations  and  applications  for  registration of any  trademarks,  and all
material unregistered trademarks; (v) all domain name registrations and (vi) all
licenses or similar  agreements or arrangements to which the Company is a party,
either as licensee or licensor,  with respect to any  Proprietary  Rights (other
than agreements pertaining to unmodified,  commercially available, off-the-shelf
software with a replacement  cost and/or annual license fee of less than $5,000)
(and with respect to each of the foregoing  subsections,  identifying the owner,
and if not the Company, the third party owner and licensor and the corresponding
license agreement pursuant to which such Proprietary Right is used).

     (c)  Except as set forth  Schedule  3.13(c):  (i) no claim  contesting  the
validity, enforceability, registrability, patentability, use or ownership of any
of the  Proprietary  Rights used in connection  with the Company's  business has
been made or is currently  outstanding and, to the Company's Knowledge,  none is
threatened;  (ii) the  conduct  of the  Company's  business  does not  infringe,
misappropriate   or   otherwise   conflict   with,   and  has   not   infringed,
misappropriated,  or otherwise  conflicted  with, the Proprietary  Rights of any
third party and the Company has not received any written  notices of, nor is the
Company  aware of any facts  which  indicate a  likelihood  of, any claim of the
same;  and  (iii) to the  Company's  Knowledge,  no third  party is  infringing,
misappropriating,  or otherwise conflicting with, the Proprietary Rights used in
connection with the Company's business.

     3.14 LITIGATION. There are no pending actions, suits or proceedings against
or  affecting  the  Company,  or  any of its  properties;  and to the  Company's
Knowledge, no such actions, suits or proceedings are threatened or contemplated.
Neither the Company,  nor any manager,  member manager or officer thereof, is or
since its  inception  has been the  subject of any action  involving  a claim of
violation of or liability  under federal or state  securities laws or a claim of
breach of fiduciary  duty.  There has not been, and to the Company's  Knowledge,
there is not pending or contemplated,  any  investigation by any regulatory body
involving  the  Company or any  current  or former  manager,  member  manager or
officer of the Company.

     3.15  FINANCIAL  STATEMENTS.  The Company has made available to Stevia true
and complete copies of the Company's audited financial  statements for the years
ending December 31, 2013 and 2012 (the "FINANCIAL Statements"). To the Company's
Knowledge,  the Financial  Statements  present fairly, in all material respects,
the consolidated financial position of the Company as of the dates shown and its
consolidated  results of operations  for the periods  shown,  and such Financial

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Statements  have been  prepared  in  conformity  with  United  States  generally
accepted  accounting  principles applied on a consistent basis ("GAAP").  To the
Company's  Knowledge,  except  as set  forth in the  Financial  Statements,  the
Company has not incurred any material liabilities, contingent or otherwise, that
are required by GAAP to be included in the  Financial  Statements,  except those
incurred  in the  ordinary  course of  business,  consistent  (as to amount  and
nature) with past practices since the date of such Financial Statements, none of
which,  individually  or in the  aggregate,  have  had or  could  reasonably  be
expected to have a Material Adverse Effect on the Company.

     3.16 NO  DIRECTED  SELLING  EFFORTS OR GENERAL  SOLICITATION.  Neither  the
Company  nor  any  Person  acting  on  its  behalf  has  conducted  any  general
solicitation  or general  advertising  (as those terms are used in  Regulation D
promulgated  under the Securities  Act) in connection  with the offer or sale of
the Note.

     3.17 NO INTEGRATED OFFERING. Neither the Company nor any of its Affiliates,
nor any Person acting on its or their behalf has,  directly or indirectly,  made
any offers or sales of any Company  security or solicited  any offers to buy any
security,  under  circumstances  that would  adversely  affect  reliance  by the
Company  on  Section  4(a)(2)  for  the  exemption  from  registration  for  the
transactions contemplated hereby or would require registration of the Note under
the Securities Act.

     3.18  DISCLOSURE.  The Company has provided Stevia with all the information
that Stevia has  requested  for  deciding  whether to purchase  the Note and all
information that the Company  believes is reasonably  necessary to enable Stevia
to make such decision. Neither this Agreement nor any other Transaction Document
nor any  other  statements  or  certificates  made or  delivered  in  connection
herewith or therewith  contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements  herein or therein not
misleading, in light of the circumstances in which they were made.

     3.19  PRIVATE  PLACEMENT.  The  offer  and  sale of the Note to  Stevia  as
contemplated  hereby  is  exempt  from  the  registration  requirements  of  the
Securities Act.

     3.20 TRANSACTIONS WITH AFFILIATES. None of the officers, managers or member
managers of the Company and, to the Company's  Knowledge,  none of the employees
of the Company is presently a party to any  transaction  with the Company (other
than as holders of options and/or warrants,  and other than relating to services
as employees,  officers and  directors),  including  any contract,  agreement or
other  arrangement  providing for the furnishing of services to or by, providing
for rental of real or  personal  property  to or from,  or  otherwise  requiring
payments to or from any officer,  manager,  member manager, or such employee or,
to the  Company's  Knowledge,  any entity in which any officer,  director or any
such employee has a substantial interest or is an officer,  director, trustee or
partner.

     3.21  COMPLIANCE  WITH LAWS. The Company is not (i) subject to the terms or
provisions of any material judgment,  decree,  order, writ or injunction or (ii)
in violation of any terms or  provisions  of any laws,  rules,  or  regulations,
except  where  such  violations  do not and are not  likely  to have a  Material
Adverse Effect.

     3.22 COMPLIANCE WITH CORPORATE  INSTRUMENTS AND LAWS. The Company is not in
violation  of any  provisions  of its  Articles  of  Organization  or  operating
agreement as currently in effect.  The Company is in  compliance in all material
respects with all  applicable  laws,  statutes,  rules,  and  regulations of all
governmental and regulatory  authorities which are applicable and the compliance
with which is material to the Company or its assets or business.  All  licenses,
franchises,  permits and other governmental  authorizations  held by the Company
and which are material to its business are valid and  sufficient in all respects
for the business presently carried on by the Company.

     3.23  CONSENTS.  No  consent,  approval,  order  or  authorization  of,  or
designation, registration, declaration or filing with, any federal, state, local
or provincial or other governmental authority or other Person on the part of the
Company is required in connection  with the valid  execution and delivery of the
Transaction  Documents,  or the  offer,  or  issuance  of Note  other  than,  if
required, filings or qualifications under applicable federal or state securities
laws.

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     3.24 EMPLOYEE BENEFIT PLANS.

     (a) Schedule  3.24(a) lists or describes each  "employee  benefit plan" (as
such term is defined in Section 3(3) of ERISA)  maintained or  contributed to by
(or required to be maintained or contributed to by) the Company on behalf of any
current or former  employee of the Company or with  respect to which the Company
has any liability,  and each other plan,  arrangement,  policy or  understanding
(whether  written  or  oral)  relating  to  retirement,  compensation,  deferred
compensation,  bonus, phantom stock, unit appreciation or other equity incentive
compensation,   severance,  fringe  benefits  or  any  other  employee  benefits
maintained or  contributed to by (or required to be maintained or contributed to
by) the Company for the benefit of any current or former employee of the Company
or with  respect to which the  Company  has any  liability.  Each item listed or
required to be listed on Schedule  3.24(a) is referred to herein as an "EMPLOYEE
BENEFIT PLAN." The Company is not a participating  or  contributing  employer in
any  "multiemployer  plan" (as  defined in  Section  3(37) of ERISA) nor has the
Company incurred any withdrawal liability with respect to any multiemployer plan
or any liability in connection  with the  termination or  reorganization  of any
multiemployer  plan. No Employee Benefit Plan or other  arrangement  provides or
could require the Company to provide post-employment welfare benefits other than
as required under Section 4980B of the Internal Revenue Code of 1986, as amended
(the "CODE").

     (b) Each Employee  Benefit Plan that is intended to be qualified within the
meaning of Section  401(a) of the Code has  received a  determination  letter to
that effect from the  Internal  Revenue  Service  (the  "IRS"),  and nothing has
occurred  since the date of such  letter that would  prevent  any such  Employee
Benefit Plan from  remaining so qualified.  Except as set forth and described in
reasonable  detail on  Schedule  3.24(b),  each  Employee  Benefit  Plan and any
related trust,  insurance  contract or fund has been administered and maintained
in form and operation in all material respects in accordance with its respective
terms and the terms of any applicable  collective  bargaining  agreements and in
compliance  with all applicable  laws and  regulations,  including ERISA and the
Code.  Neither the  Company,  nor any  fiduciary  of or trustee to any  Employee
Benefit Plan, has engaged in a "prohibited transaction" described in Section 406
of the ERISA or Section 4975 of the Code. All  contributions,  premiums or other
payments  required  to be made  prior to the  Closing  Date with  respect to any
Employee Benefit Plan have been made on a timely basis.

     (c) Except as set forth and  described  in  reasonable  detail on  Schedule
3.24(c),  none of the Employee  Benefit  Plans  obligates the Company to pay any
separation,  severance, termination or similar benefit solely as a result of any
transaction  contemplated by this Agreement or solely as a result of a change in
control or ownership within the meaning of Section 280G of the Code. No unfunded
liability exists under any Employee Benefit Plan.

     (d) Except as set forth on Schedule 3.24(d), (i) no asset of the Company is
subject to any lien under ERISA or the Code;  (ii) the Company has not  incurred
any  liability  under  Title  IV of  ERISA or to the  Pension  Benefit  Guaranty
Corporation with respect to any "employee benefit plan" (as such term is defined
under Section 3(3) of ERISA) that has ever been  maintained or contributed to by
the  Company or any ERISA  Affiliate;  and (iii) there are no pending or, to the
Company's  Knowledge  threatened actions,  suits,  investigations or claims with
respect to any Employee  Benefit Plan (other than routine  claims for  benefits)
which  could  result  in any  liability  (other  than  liabilities  relating  to
threatened  actions,  suits,  investigations  or claims that are unknown) to the
Company  (whether  direct  or  indirect),  and the  Company  does  not  have any
knowledge of any facts which could give rise to (or be expected to give rise to)
any such actions, suits, investigations or claims.

     (e) With respect to each Employee  Benefit Plan,  the Company has furnished
to Stevia  true and  complete  copies of (i) the plan  documents,  summary  plan
descriptions and summaries of material modifications and other material employee
communications,  (ii) the most recent  determination  letter  received  from the
Internal  Revenue  Service,  (iii) the Form 5500 Annual  Report  (including  all
schedules  and other  attachments)  for the most recent  three  years,  (iv) all
related trust agreements,  insurance contracts or other funding agreements which
implement such plans and (v) all contracts relating to each such plan, including

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service  provider  agreements,   insurance  contracts,   investment   management
agreements and recordkeeping agreements.

     3.25 EMPLOYEES.

     (a) To the Company's Knowledge, except as set forth on Schedule 3.25(a), no
key employee and no group of employees of the Company has any plans to terminate
or modify his or her status as an employee of the Company.  There are no claims,
actions,  proceedings or investigations  pending or, to the Company's Knowledge,
threatened  against the  Company  with  respect to or by any  employee or former
employee  of  the  Company.   The  Company  has  not  experienced  any  strikes,
grievances,  claims of unfair  labor  practices or other  collective  bargaining
disputes. The Company has not engaged in any unfair labor practices in violation
of  applicable  law. The Company has no knowledge of any  organizational  effort
presently  made or threatened by or on behalf of any labor union with respect to
employees of the Company. To the Company's Knowledge, no employee of the Company
is currently or has ever been  excluded  from  participation  in the Medicare or
Medicaid programs pursuant to applicable laws or regulations.

     (b) The Company has complied in all material  respects with all  applicable
laws relating to the employment or labor,  including provisions thereof relating
to wages,  hours,  equal opportunity,  fair labor standards,  nondiscrimination,
workers  compensation,  collective bargaining and the payment of social security
and  other  taxes.  The  Company  has  paid  to its  employees  and  independent
contractors  or have  properly  accrued all bonuses,  commissions  and all other
forms of incentive or deferred  compensation  that such employees or independent
contractors  earned with respect to the 2013  calendar  year.  Other than as set
forth on Schedule  3.25(b),  the Company has no  obligations,  commitments or is
subject  to any  arrangements  pursuant  to which the  Company  is or may become
obligated to pay any all bonuses,  commissions  and all other forms of incentive
or deferred compensation.

     3.26 ENVIRONMENTAL AND SAFETY MATTERS.Except as set forth in Schedule 3.26:
-------------

     (a) The Company has at all times  complied  and is in  compliance  with all
applicable  Environmental  and Safety  Requirements,  including  all  applicable
Environmental  and  Safety  Requirements  related  to  the  treatment,  storage,
disposal, transportation, handling and release of Hazardous Materials.

     (b) The  Company  has not  received  any  written  notice,  report or other
information  regarding  any actual or alleged  violation  of  Environmental  and
Safety Requirements, or any liabilities or potential liabilities,  including any
investigatory,  remedial or corrective obligations,  arising under Environmental
and Safety Requirements.

     (c) To the  Company's  Knowledge,  the  Company  has not  treated,  stored,
disposed of,  arranged for or permitted the disposal of,  transported,  handled,
released,  or exposed  any Person to, any  substance,  including  any  Hazardous
Materials,  or owned or operated any property or facility  (and no such property
or facility is contaminated by any Hazardous Materials or other substance) so as
to give rise to any  current  or future  liabilities,  including  any  liability
(other than unknown  liabilities) for response costs,  corrective  action costs,
personal injury, property damage, natural resources damages or attorney fees, or
any  investigative,   corrective  or  remedial  obligations,   pursuant  to  the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended,  or the Solid Waste Disposal Act, as amended,  or any other  applicable
Environmental and Safety Requirements.

     (d) The Company has not assumed,  undertaken or otherwise become subject to
any liability  (other than unknown  liabilities),  including any  obligation for
corrective or remedial action, of any other Person relating to Environmental and
Safety Requirements.

                                       9
<PAGE>
     (e) The Company has furnished to Stevia all environmental  audits,  reports
and other material environmental  documents, if any, relating to the Company and
its Affiliates' or its predecessors' past or current  properties,  facilities or
operations which are in its possession or under its reasonable control.

     3.27  INSURANCE.  The Company has in place policies of insurance in amounts
and scope of coverage as set forth on Schedule 3.27. Each such policy is in full
force and effect and all  premiums are  currently  paid in  accordance  with the
terms of such policy or accrued.  The Company has not  received  any notice that
any policy will be cancelled or will not be renewed.  The insurance coverage for
the Company's  business is customary  for  businesses of similar size engaged in
similar lines of business.

     3.28 WARRANTY  MATTERS.  Except as disclosed on Schedule 3.28, there are no
existing or, to the Company's Knowledge, threatened product liability, warranty,
failure to  adequately  warn or any other  similar  claims  against  the Company
primarily  relating to the  Company's  products that are  inconsistent  with the
amounts  generally  shown  for  warranty  liability  reserve  in  the  Financial
Statements.

     4. REPRESENTATIONS AND WARRANTIES OF STEVIA

     Stevia represents to the Company as follows:

     4.1  ORGANIZATION  AND STANDING.  Stevia is a corporation  duly  organized,
validly  existing  and in good  standing  under  the  laws of the  state  of its
incorporation  and has all requisite  corporate  power and authority to carry on
its business as now conducted and proposed to be conducted.

     4.2  CORPORATE  POWER AND  AUTHORITY.  Stevia has all  requisite  legal and
corporate  power to enter into,  execute,  deliver  and perform its  obligations
under this Agreement,  the Security  Agreement and the Note  (collectively,  the
"TRANSACTION  DOCUMENTS").  The  Transaction  Documents  are valid  and  binding
obligations of Stevia, enforceable in accordance with their terms, except to the
extent  that  such   enforcement  may  be  subject  to  applicable   bankruptcy,
insolvency,  reorganization,  arrangement,  moratorium, fraudulent conveyance or
other laws or court  decisions  relating to or affecting the rights of creditors
generally,  and such  enforcement  may be limited  by  equitable  principles  of
general applicability.

     4.3 LITIGATION.  There are no pending actions, suits or proceedings against
or affecting  Stevia,  or any of its properties;  and to the actual knowledge of
the  executive  officers and directors of Stevia,  after due inquiry  ("STEVIA'S
KNOWLEDGE"),   no  such  actions,   suits  or  proceedings   are  threatened  or
contemplated.  Neither  Stevia,  nor any  director  or officer  thereof,  is the
subject of any action  involving  a claim of  violation  of or  liability  under
federal or state  securities laws or a claim of breach of fiduciary duty.  There
has not been, and to Stevia's  Knowledge,  there is not pending or contemplated,
any  investigation  by any regulatory  body  involving  Stevia or any current or
former director or officer of Stevia.

     4.4 INVESTMENT.  Stevia is acquiring the Note and the Conversion Units (the
"SECURITIES")  for Stevia's own account,  and not directly or indirectly for the
account of any other Person.  Stevia is acquiring the  Securities for investment
and not with a view to  distribution or resale thereof except in compliance with
the Securities Act and any applicable state law regulating securities.

     4.5  REGISTRATION  OF  SECURITIES.  Stevia must bear the  economic  risk of
investment for an indefinite period of time because the Securities have not been
registered  under the Securities  Act and therefore  cannot and will not be sold
unless it is  subsequently  registered  under the Securities Act or an exemption
from such  registration is available.  The Company has made no  representations,
warranties  or  covenants  whatsoever  as to  whether  any  exemption  from  the
Securities Act, including,  without limitation,  any exemption for limited sales
in routine brokers'  transactions  pursuant to Rule 144 under the Securities Act
will become  available.  Transfer of the Securities  has not been  registered or
qualified under any applicable state law regulating securities and therefore the
Securities  cannot and will not be sold unless it is subsequently  registered or
qualified under any such act or an exemption therefrom is available. The Company

                                       10
<PAGE>
has made no  representations,  warranties or covenants  whatsoever as to whether
any exemption from any such act will become available.

     4.6 ACCREDITED  INVESTOR.  Stevia represents and warrants to, and covenants
with, the Company that Stevia is an "accredited investor" as defined in Rule 501
of  Regulation  D under the  Securities  Act and  Stevia is also  knowledgeable,
sophisticated and experienced in making, and is qualified to make decisions with
respect to investments in securities presenting an investment decision like that
involved in the purchase of the Securities  hereunder,  including investments in
securities  issued by the Company and investments in comparable  companies,  and
has  requested,  received,  reviewed and  considered  all  information it deemed
relevant in making an informed decision to purchase the Securities.

     4.7 ACCESS TO INFORMATION.  Stevia  acknowledges  that the Company has made
available to it the opportunity to ask questions of and receive answers from the
Company's  officers,  managers  or  member  managers  concerning  the  terms and
conditions of this  Agreement  and the business and  financial  condition of the
Company,  and  Stevia has  received  such  information  about the  business  and
financial condition of the Company and the terms and conditions of the Agreement
as it has requested.  Stevia  understands that the Note and Conversion Units are
speculative investments, which involve a high degree of risk of loss of Stevia's
entire investment.

     4.8 SOPHISTICATION.  Stevia further represents and warrants that Stevia has
such  business or  financial  expertise  as to be able to protect  Stevia's  own
interests in connection  with an investment in the  Securities.  Stevia  further
represents  that it has such  knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risk of such investment.
Stevia  also  represents  that it has not  been  organized  for the  purpose  of
acquiring securities.

     4.9 NO BROKERS. No Person has or will have, as a result of the transactions
contemplated  by this  Agreement,  any right,  interest or valid  claim  against
Stevia or the Company for any commission fee or other  compensation  as a finder
or broker because of any act or omission of Stevia or any agent for Stevia.

     4.10 FURTHER  ASSURANCES.  Stevia agrees and covenants that at any time and
from time to time it will  promptly  execute  and  deliver to the  Company  such
further  instruments  and documents and take such further  action as the Company
may reasonably require in order to carry out the full intent and purpose of this
Agreement  and to  comply  with  state  or  federal  securities  laws  or  other
regulatory approvals.

     5. INDEMNIFICATION

     5.1 COMPANY'S  INDEMNIFICATION  OF STEVIA.  To the extent permitted by law,
the Company  shall defend,  indemnify and hold harmless  Stevia from and against
any and all losses, claims,  judgments,  liabilities,  demands,  charges, suits,
penalties,  costs  or  expenses,  including  court  costs  and  attorneys'  fees
resulting  from any claim,  demand,  suit,  action or proceeding  brought by any
third party ("CLAIMS AND  LIABILITIES")  with respect to or arising from (i) the
breach of any  warranty  or any  inaccuracy  of any  representation  made by the
Company in this Agreement,  or (ii) the breach of any covenant or agreement made
by the Company in this Agreement.

     5.2 STEVIA'S  INDEMNIFICATION  OF COMPANY.  To the extent permitted by law,
Stevia shall  defend,  indemnify  and hold harmless the Company from and against
any and all  Claims and  Liabilities  with  respect  to or arising  from (i) the
breach of any warranty or any inaccuracy of any representation made by Stevia in
this  Agreement,  or (ii) the breach of any covenant or agreement made by Stevia
in this Agreement.

     5.3 CLAIMS  PROCEDURE.  Promptly after the receipt by any indemnified party
(the  "INDEMNITEE")  of notice of the  commencement  of any action or proceeding
against such Indemnitee,  such Indemnitee shall, if a claim with respect thereto
is or may be made  against any  indemnifying  party (the  "INDEMNIFYING  PARTY")
pursuant to this Section 5, give such  Indemnifying  Party written notice of the

                                       11
<PAGE>
commencement  of such action or proceeding  and give such  Indemnifying  Party a
copy of  such  claim  and/or  process  and all  legal  pleadings  in  connection
therewith.  The failure to give such notice  shall not relieve any  Indemnifying
Party of any of its  indemnification  obligations  contained  in this Section 5,
except  where,  and  solely  to the  extent  that,  such  failure  actually  and
materially  prejudices the rights of such Indemnifying  Party. Such Indemnifying
Party shall have,  upon request  within  thirty (30) days after  receipt of such
notice,  but not in any event after the  settlement or compromise of such claim,
the  right to  defend,  at its own  expense  and by its own  counsel  reasonably
acceptable to the Indemnitee,  any such matter involving the asserted  liability
of the Indemnitee;  provided,  however,  that if the Indemnitee  determines that
there is a reasonable  probability  that a claim may  materially  and  adversely
affect  it,  other  than  solely as a result of money  payments  required  to be
reimbursed  in full by such  Indemnifying  Party  under  this  Section 5 or if a
conflict of interest exists between  Indemnitee and the Indemnifying  Party, the
Indemnitee  shall have the right to defend,  compromise  or settle such claim or
suit; and,  provided,  further,  that such  settlement or compromise  shall not,
unless consented to in writing by such  Indemnifying  Party,  which shall not be
unreasonably  withheld,  be conclusive as to the liability of such  Indemnifying
Party to the Indemnitee.  In any event, the Indemnitee,  such Indemnifying Party
and its counsel shall  cooperate in the defense  against,  or compromise of, any
such asserted  liability,  and in cases where the Indemnifying  Party shall have
assumed the defense,  the Indemnitee  shall have the right to participate in the
defense of such asserted liability at the Indemnitee's own expense. In the event
that such  Indemnifying  Party  shall  decline to  participate  in or assume the
defense of such action, prior to paying or settling any claim against which such
Indemnifying Party is, or may be, obligated under this Section 5 to indemnify an
Indemnitee,  the Indemnitee  shall first supply such  Indemnifying  Party with a
copy of a final court judgment or decree  holding the Indemnitee  liable on such
claim or,  failing  such  judgment or decree,  the terms and  conditions  of the
settlement or compromise of such claim. An  Indemnitee's  failure to supply such
final court  judgment or decree or the terms and  conditions  of a settlement or
compromise to such Indemnifying  Party shall not relieve such Indemnifying Party
of any of its  indemnification  obligations  contained in this Section 5, except
where,  and solely to the extent  that,  such failure  actually  and  materially
prejudices the rights of such Indemnifying  Party. If the Indemnifying  Party is
defending the claim as set forth above,  the  Indemnifying  Party shall have the
right to settle the claim only with the consent of the Indemnitee.

     5.4 EXCLUSIVE  REMEDY.  Each of the parties hereto  acknowledges and agrees
that, from and after the Effective Date, its sole and exclusive  monetary remedy
with  respect  to any and all  claims  relating  to the  subject  matter of this
Agreement shall be pursuant to the indemnification  provisions set forth in this
Section 5, except that nothing in this Agreement shall be deemed to constitute a
waiver of any injunctive or other  equitable  remedies or any tort claims of, or
causes of  action  arising  from,  intentionally  fraudulent  misrepresentation,
willful breach or deceit.

6. CONFIDENTIALITY

     Stevia  represents  to the Company  that, at all times during the Company's
offering  of the Note,  Stevia  has  maintained  in  confidence  all  non-public
information  regarding  the  Company  received by Stevia from the Company or its
agents,  and  covenants  that it will  continue to maintain in  confidence  such
information  and shall not use such  information  for any purpose  other than to
evaluate an  investment in the  Securities  until such  information  (a) becomes
generally publicly available other than through a violation of this provision by
Stevia or its agents or (b) is required  to be  disclosed  in legal  proceedings
(such as by deposition,  interrogatory,  request for documents,  subpoena, civil
investigation  demand,  filing  with  any  governmental   authority  or  similar
process),  provided,  however,  that  before  making  any use or  disclosure  in
reliance on this subparagraph (b) Stevia shall give the Company at least fifteen
(15) days prior  written  notice (or such  shorter  period as  required  by law)
specifying  the  circumstances  giving rise  thereto and will  furnish only that
portion  of the  non-public  information  which  is  legally  required  and will
exercise  his best  efforts  to  obtain  reliable  assurance  that  confidential
treatment will be accorded any non-public information so furnished.

                                       12
<PAGE>
7. COVENANTS OF THE COMPANY

     7.1 PARTICIPATION IN FUTURE FINANCING.

     (a) From the date hereof  until the  expiration  of the  Maturity  Date (as
defined in the Note),  upon the sale by the Company of Units (or any  securities
of the  Company  which would  entitle the holder  thereof to acquire at any time
Units, including,  without limitation, any debt, preferred units, right, option,
warrant or other  instrument that is at any time convertible into or exercisable
or exchangeable for, or otherwise entitles the holder thereof to receive, Units)
for cash consideration (a "SUBSEQUENT  FINANCING"),  Stevia shall have the right
to participate in such Subsequent  Financing up to an amount equal to 50% of the
Subsequent Financing on the same terms, conditions and price provided for in the
Subsequent Financing.

     (b) At least five (5) business days prior to the anticipated closing of the
Subsequent  Financing,  the Company shall deliver to Stevia a written  notice of
its intention to effect a Subsequent Financing ("Pre-Notice"),  which Pre-Notice
shall ask  Stevia if it wants to review  the  details  of such  financing  (such
additional notice, a "SUBSEQUENT FINANCING NOTICE"). Upon the request of Stevia,
and only upon a request  by  Stevia,  for a  Subsequent  Financing  Notice,  the
Company  shall  promptly,  but no later  than one (1)  business  day after  such
request,  deliver a  Subsequent  Financing  Notice  to  Stevia.  The  Subsequent
Financing Notice shall describe in reasonable  detail the proposed terms of such
Subsequent  Financing,  the amount of proceeds  intended to be raised thereunder
and the Person or  Persons  through or with whom such  Subsequent  Financing  is
proposed  to be  effected  and shall  include a term sheet or  similar  document
relating thereto as an attachment.

     (c) If Stevia desires to participate in such Subsequent Financing,  it must
provide  written  notice to the Company by not later than 5:30 p.m. (CST) on the
fourth (4th) business day after Stevia has received the  Pre-Notice  that Stevia
is willing to participate in the  Subsequent  Financing,  the amount of Stevia's
participation, and representing and warranting that Stevia has such funds ready,
willing,  and available for  investment on the terms set forth in the Subsequent
Financing  Notice. If the Company receives no such notice from Stevia as of such
fourth (4th)  business day,  Stevia shall be deemed to have notified the Company
that it does not elect to  participate  and the Company  shall have the right to
enter into the Subsequent Financing,  without the participation of Stevia on the
same terms.

     (d)  Notwithstanding  the  foregoing,  this  Section 7.1 shall not apply in
respect of the issuance of (a) Units or options to employees, officers, managers
or members of the  Company  pursuant  to any option  plan duly  adopted for such
purpose,  by a majority of the managers of the Company,  (b) securities upon the
exercise or exchange of or conversion of any Securities  issued hereunder and/or
other  securities  exercisable or  exchangeable  for or  convertible  into Units
issued  and  outstanding  on the  date of this  Agreement,  provided  that  such
securities  have not been amended  since the date of this  Agreement to increase
the number of such securities or to decrease the exercise price,  exchange price
or conversion  price of such securities,  and (c) securities  issued pursuant to
acquisitions or strategic transactions approved by a majority of the managers of
the Company,  provided that any such  issuance  shall only be to a Person (or to
the equityholders of a Person) which is, itself or through its subsidiaries,  an
operating  company  or an owner of an asset in a business  synergistic  with the
business of the Company and shall provide to the Company additional  benefits in
addition to the  investment  of funds,  but shall not include a  transaction  in
which the  Company is issuing  securities  primarily  for the purpose of raising
capital or to an entity whose primary business is investing in securities.

     7.2 PLACEMENT AGENT. If the Company enters into a Subsequent  Financing and
utilizes the services of a placement  agent  during such  Subsequent  Financing,
then prior to the  closing  of such  Subsequent  Financing,  the  Company  shall
deliver to Cova Capital  Partners,  LLC ("COVA") a written notice describing the
proposed  terms for the  engagement  of a  placement  agent for such  Subsequent
Financing,  and provide a three (3) business  day period from Cova's  receipt of
such  notice  during  which  Cova may  accept  an  engagement  as the  Company's
placement agent on the terms set forth in the written notice. If such acceptance
is not received by the Company prior to the expiration of the three (3) business
day period,  the Company may engage  another  placement  agent on  substantially

                                       13
<PAGE>
similar terms as set forth in its written notice to Cova. The Company shall have
no  obligations  hereunder  to  Cova if the  Company  enters  into a  Subsequent
Financing without the assistance of a placement agent.

     7.3 RIGHT OF FIRST  REFUSAL.  From the date hereof  until the five (5) year
anniversary  of the Effective Date (the "ROFR  PERIOD"),  the Company shall not,
directly  or  indirectly  through  an  Affiliate,  enter into any  agreement  or
consummate any transaction relating to the management rights for distribution of
the Company's products in Asia with any Person other than Stevia (a "THIRD-PARTY
TRANSACTION") except in compliance with the terms and conditions of this Section
7.3.

     (a) If, at any time during the ROFR  Period,  the  Company  receives a bona
fide written offer for a  Third-party  Transaction  that the Company  desires to
accept  (each,  a  "THIRD-PARTY  OFFER"),  the Company  shall,  within seven (7)
business  days  following  receipt of the  Third-party  Offer,  notify Stevia in
writing (the "OFFER  NOTICE") of the  identity of all  proposed  parties to such
Third-party   Transaction  and  the  material  financial  and  other  terms  and
conditions of such Third-party Offer (the "MATERIAL  TERMS").  Each Offer Notice
constitutes  an offer made by the Company to enter into an agreement with Stevia
on the same Material Terms of such Third-party Offer (THE "ROFR OFFER").

     (b) At any time prior to the  expiration  of the fourteen (14) business day
period following  Stevia's receipt of the Offer Notice (the "EXERCISE  PERIOD"),
Stevia may accept the ROFR Offer by delivery to the Company of a written  notice
of  acceptance  of the  Material  Terms  provided,  however,  that Stevia is not
required  to accept  any  non-financial  terms or  conditions  contained  in any
Material  Terms that cannot be  fulfilled  by Stevia as readily as by the Person
making the Third-party  Offer (e.g., an agreement  conditioned upon the services
of a  particular  individual  or the supply of a product  exclusively  under the
control of such third-party  offeror),  however Stevia must agree to terms which
are as similar to such terms as commercially reasonable.

     (c) If, by the expiration of the Exercise  Period,  Stevia has not accepted
the ROFR Offer,  and  provided  that the Company  has  complied  with all of the
provisions  of this Section 7.3, at any time  following  the  expiration  of the
Exercise Period, the Company may consummate the Third-party Transaction with the
counterparty  identified in the applicable Offer Notice,  on Material Terms that
are the same or more favorable to the Company as the Material Terms set forth in
the Offer Notice.  If such Third-party  Transaction is not consummated  within a
thirty (30) day period,  the terms and conditions of this Section 7.3 will again
apply and the Company shall not enter into any  Third-party  Transaction  during
the ROFR Period without affording Stevia the right of first refusal on the terms
and conditions of this Section 7.3.

     7.4 LEGAL FEES. The Company has reserved for, and shall pay, the legal fees
of Stevia in connection with the transactions  contemplated under this Agreement
in the amount of $10,000, with the full amount payable upon the Closing Date.

     7.5  SENIORITY.  From and after the  Closing  Date and until the earlier of
full  conversion  under  the  Note  or  the  expiration  of  the  maturity  date
thereunder,  no  indebtedness or other claim against the Company shall be issued
which is  senior  to the  Note in right of  payment,  whether  with  respect  to
interest  or  upon  liquidation  or  dissolution,   or  otherwise,   other  than
indebtedness  secured by purchase money security interests (which is senior only
as to underlying assets covered thereby) and capital lease obligations (which is
senior only as to the property covered thereby). Nothing in this Agreement shall
restrict the  Company's  right to obtain  additional  financing  via a factoring
agreement or similar facility.

                                       14
<PAGE>
     7.6 INFORMATION RIGHTS

     (a) FINANCIAL INFORMATION.

         (i) QUARTERLY FINANCIAL STATEMENTS. The Company shall deliver to Stevia
as soon as practicable after the end of each fiscal quarter of the Company,  but
in any  event  within  thirty  (30) days  thereafter,  unaudited  statements  of
operations  and cash flows of the Company for such quarter,  and a balance sheet
of the Company as of the end of such quarter,  such quarterly  financial reports
to be in reasonable detail.

         (ii) ANNUAL FINANCIAL  STATEMENTS.  The Company shall deliver to Stevia
as soon as practicable after the end of each fiscal year of the Company,  but in
any event within one hundred twenty (120) days thereafter,  unaudited statements
of operations  and cash flows of the Company for such year,  and a balance sheet
of the Company as of the end of such year, such year-end financial reports to be
in reasonable detail.

     (b) OTHER  INFORMATION;  CONFIDENTIALITY.  The Company shall deliver Stevia
such other  information  reasonably  requested by Stevia and a copy of any other
reports  or  correspondence  provided  to all of the  holders of Units (in their
capacities  as members) at the same time as such  reports or  correspondence  is
provided to the holders of Units,  PROVIDED  that Stevia  agrees to use the same
degree of care as Stevia uses to protect its own confidential  information,  and
in no event less than a  reasonable  degree of care,  to keep  confidential  any
information   furnished  to  Stevia  that  the  Company   identifies   as  being
confidential  or proprietary  (so long as such  information is not in the public
domain).  The  provisions of Section 7.6(a) and this Section 7.6(b) shall not be
in  limitation of any rights which Stevia may have with respect to the books and
records of the Company and its  subsidiaries,  or to inspect their properties or
discuss their affairs, finances, and accounts, under applicable law.

     (c) TERMINATION OF INFORMATION RIGHTS. The information rights granted under
this  Section 7.6 shall  expire upon the earlier of (i) the closing of the first
underwritten  offering of the Company's  securities to the public pursuant to an
effective  registration  statement  under the  Securities  Act, or (ii) when the
Company first becomes subject to the periodic reporting  requirements of Section
12(g) or 15(d) of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.

8. MISCELLANEOUS

     8.1 SURVIVAL.  All  representations and warranties of the parties contained
in this Agreement will remain operative and in full force and effect, regardless
of any  investigation  made by or on behalf of the  parties  to this  Agreement,
until the earlier of (i) date that is the second  anniversary  of the  Effective
Date,  or (ii) the date that the Note has been fully paid or fully  converted in
accordance  with Section 4.1 of the Note,  whereupon  such  representations  and
warranties will expire.

     8.2 SUCCESSORS  AND ASSIGNS.  Subject to the  restrictions  on transfer set
forth  above,  the  rights and  obligations  of  Company  and Stevia  under this
Agreement  shall be binding  upon and benefit the  successors,  assigns,  heirs,
administrators and transferees of the parties.

     8.3  ASSIGNMENT.  Stevia may assign its rights and  obligations  hereunder,
including the rights to any or all of the  Conversion  Units,  without the prior
written  consent of the Company,  provided that Stevia  provides prior notice to
the Company of any such assignment and such assignment is in compliance with the
applicable securities laws. The Company may assign this Agreement and its rights
hereunder  without  the prior  consent  of Stevia in  connection  with a merger,
consolidation,  sale of all or  substantially  all of the  Company's  assets  or
similar transaction.

     8.4  GOVERNING  LAW. This  Agreement  and all actions  arising out of or in
connection  with this Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado,  without  regard to the conflict of laws
provisions of the State of Colorado or of any other state.

                                       15
<PAGE>
     8.5  AMENDMENT  OR WAIVER.  Any term of this  Agreement  may be amended and
provisions  may be waived by Stevia and the  Company,  either  retroactively  or
prospectively,  upon the written consent of the Company and Stevia.  Any term of
this Agreement may be amended or waived with the written  consent of Company and
Stevia.  Any amendment or waiver  effected in accordance with this Section shall
be binding upon any future  holder of the Note and the Company.  A waiver signed
by a Party shall be effective only in the specific instance and for the specific
purpose  given.  Mere delay or failure to act shall not preclude the exercise or
enforcement of any of the party's rights or remedies.

     8.6 NOTICES. Any notice required or permitted under this Agreement shall be
given in  writing  and  shall be  deemed  effectively  given  (i) at the time of
personal  delivery,  if delivery is in person;  (ii) one (1)  business day after
deposit with an express overnight courier for United States  deliveries,  or two
(2)  business  days  after such  deposit  for  deliveries  outside of the United
States,  with proof of  delivery  from the  courier  requested;  (iii) three (3)
business days after deposit in the United States mail by certified  mail (return
receipt  requested) for United States  deliveries when addressed to the party to
be notified;  or (iv) one (1) business day after transmission by telecopier with
confirmation  of successful  transmission.  Notices shall be delivered (i) if to
Stevia,  to the  address  and  contact  information  for Stevia set forth on the
Signature  Page of this  Agreement,  and (ii) if to the  Company,  156  Sinclair
Road.,  Snowmass Village,  CO 81615,  attention:  Paul Casey Puckett, or at such
other address as any party may designate by giving  written  notice to the other
party.

     8.7 SEVERABILITY.  In the event any one or more of the provisions contained
in this Agreement  shall,  for any reason,  be held to be invalid,  illegal,  or
unenforceable in whole or in part or in any respect,  or in the event any one or
more of the provisions of this Agreement operate or would prospectively  operate
to invalidate this Agreement,  such invalidity,  illegality, or unenforceability
shall not affect any other provision of this Agreement.  In such instance,  this
Agreement  shall be  construed as if such  invalid,  illegal,  or  unenforceable
provision had never been contained  herein and the remaining  provisions of this
Agreement  shall  remain  operative  and in full  force and effect and in no way
shall be affected, prejudiced or disturbed thereby.

     8.8  DELAYS OR  OMISSIONS.  No delay or  omission  on the part of Stevia in
exercising  any right  under this  Agreement  shall  operate as a waiver of such
right or of any other right of Stevia,  nor shall any delay,  omission or waiver
on any one  occasion be deemed a bar to or waiver of the same or any other right
on any future occasion.

     8.9  HEADINGS.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not define or limit any terms or provisions hereof.

     8.10 ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire  agreement
between the parties, and no party shall be liable or bound to any other party in
any  manner  by  any  warranties,   representations,   or  covenants  except  as
specifically set forth herein or therein.

     8.11  COUNTERPARTS.  This  Agreement  may  be  executed  in any  number  of
counterparts and by different  parties in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall  constitute one and the same  agreement.  Signature  pages may be
detached  from  multiple   separate   counterparts  and  attached  to  a  single
counterpart.  Delivery  of an  executed  signature  page  of this  Agreement  by
facsimile  transmission or by Electronic  Transmission  shall be as effective as
delivery of a manually executed counterpart hereof.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       16
<PAGE>
     IN WITNESS WHEREOF,  the parties have executed this Note Purchase Agreement
as of the date first written above.

                                COMPANY:

                                 YOPCP, LLC

                                 By:
                                      ------------------------------------------

                                 Name:
                                      ------------------------------------------

                                 Title:
                                      ------------------------------------------

                                 INVESTOR:

                                 STEVIA CORP.

                                 By:
                                      ------------------------------------------

                                 Name:
                                      ------------------------------------------

                                 Title:
                                      ------------------------------------------

                                 Address:
                                           -------------------------------------

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

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




                   [SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]

                                       17
<PAGE>
                                    EXHIBIT A

               FORM OF SENIOR SECURED CONVERTIBLE PROMISSORY NOTE




<PAGE>
                                    EXHIBIT B

                           FORM OF SECURITY AGREEMENT