SALE
        AND PURCHASE AGREEMENT

      


      BETWEEN

      


      MED-EQ
        AS

      


      AND

      


      AMERIKAL
        NUTRACEUTICAL CORP


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CONTENTS

      

        
          	
                  ART.
                    1

                	
                  DEFINITIONS
                    AS USED IN THIS AGREEMENT

                	
                  3

                
	 	 	 
	
                  ART.
                    2

                	
                  ISSUING
                    OF PURCHASE NOTICE

                	
                  4

                
	 	 	 
	
                  ART.
                    3

                	
                  SALE
                    AND PURCHASE OF PRODUCTS

                	
                  4

                
	 	 	 
	
                  ART.
                    4

                	
                  LEGAL
                    SITUATION OF AMERIKAL

                	
                  5

                
	 	 	 
	
                  ART.
                    5

                	
                  TRADEMARK,
                    PROPRIETARY RIGHTS, AND PACKAGING

                	
                  5

                
	 	 	 
	
                  ART.
                    6

                	
                  COMPETING
                    PRODUCTS

                	
                  6

                
	 	 	 
	
                  ART.
                    7

                	
                  MINIMUM
                    PURCHASES

                	
                  6

                
	 	 	 
	
                  ART.
                    8

                	
                  MED-EQ'S
                    PRICES AND TERMS OF SALE

                	
                  6

                
	 	 	 
	
                  ART.
                    9

                	
                  PRODUCT
                    LIABILITY

                	
                  7

                
	 	 	 
	
                  ART.
                    10

                	
                  SECRECY

                	
                  7

                
	 	 	 
	
                  ART.
                    11

                	
                  FORCE
                    MAJEURE

                	
                  8

                
	 	 	 
	
                  ART.
                    12

                	
                  TERM
                    OF THIS AGREEMENT AND TERMINATION

                	
                  8

                
	 	 	 
	
                  ART.
                    13

                	
                  EARLY
                    TERMINATION

                	
                  9

                
	 	 	 
	
                  ART.
                    14

                	
                  INDEMNITY
                    AND COMPENSATION

                	
                  9

                
	 	 	 
	
                  ART.
                    15

                	
                  GOVERNING
                    LAW AND ARBITRATION

                	
                  9

                
	 	 	 
	
                  ART.
                    16

                	
                  ASSIGNABILITY

                	
                  10

                
	 	 	 
	
                  ART.
                    17

                	
                  PLEDGE
                    OR LIEN

                	
                  11

                
	 	 	 
	
                  ART.
                    18

                	
                  NOTICES

                	
                  11

                
	 	 	 
	
                  LIST
                    OF APPENDIXES

                	
                  12

                


        

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      This
        agreement ("Agreement") between Med-Eq A/S, Farmannsveien 18-22, 3111 Tønsberg,
        Norway, Reg.No. 934720016 (hereinafter referred to as "Med-Eq") and Amerikal
        Nutraceutical Corp, with registered offices at 17751 Mitchell Avenue, Irvine,
        CA
        92614, USA (hereinafter referred to as the "Amerikal") (collectively referred
        to
        as "the Parties"):

      


      WITNESSETH

      


      
        	Whereas	
                Med-Eq
                  has developed and causes to be manufactured certain raw materials
                  and
                  pre-mixes (hereinafter referred to as the "Product") as described
                  in
                  Appendix
                  1
                  attached hereto;

              


      

      


      
        	Whereas	
                the
                  Amerikal is engaged in the business of manufacturing, marketing,
                  sales and
                  distribution of certain dietary supplements and related products;
                  and

              


      

      


      
        	Whereas	
                Amerikal
                  is desirous of purchasing the Product for use in its own formulations
                  as
                  an aphrodiziac and/or in sports products, and Med-Eq
                  is desirous of supplying the Product to Amerikal for this purpose
                  in the
                  Territory (as hereinafter defined) 

              


      

      


      Now,
        therefore, in consideration of the foregoing recitals the Parties agree as
        follows:

      


      
        	
                Art.
                  1

              	
                Definitions
                  as used in this Agreement

              


      

      


      
        	
                1.1

              	
                The
                  "Product" as used in this Agreement shall mean the Product described
                  in
                  Appendix 1, developed by and manufactured under the control of
                  Med-Eq and
                  such other products as agreed in writing from time to time between
                  the
                  Parties and as amended in Appendix
                  1.
                  The “Product” shall mean both the finnished product formulations as well
                  as pre-mixes and other less confectioned forms.


              


      

      


      
        	
                1.2

              	
                "Territory"
                  as used in this Agreement shall mean the Whole
                  World

              


      

      


      
        	
                1.3

              	
                "Trademark"
                  shall mean the trademark, design and get-up described in Appendix
                  3
                  hereof.

              


      

      


      
        	
                1.4

              	
                "Working
                  Week" as used in this Agreement shall mean five (5) days under
                  Norwegian
                  law, whether consecutive or
                  otherwise.

              


      

      


      
        	
                1.5

              	
                "Information"
                  as used in this Agreement shall mean any identified business or
                  trade
                  secret of the other party such as - but not limited to - documentation
                  ,
                  information concerning the Product and quality control obtained
                  in written
                  or verbal form.

              


      

      


      
        	
                1.6

              	
                "Affiliate"
                  in relation to either Party means any corporation which Controls
                  or is
                  Controlled by that Party. 

              


      

       

      
        	
                1.7

              	
                “Agreement”
                  means this Sale and Purchase Agreement and any and all Schedules
                  hereto as
                  may be amended, modified or supplemented from time to time in accordance
                  with the terms hereof. 

              


      

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	1.8	
                “Approved
                  Purchase Notice” shall have the meaning ascribed thereto in Clause
                  3.1.

              


      

      


      
        	
                1.10

              	
                “Purchase
                  Notice” shall have the meaning ascribed thereto in Clause
                  2.1

              


      

      


      
        	
                1.11

              	
                “Term”
                  means the period commencing from the Commencement Date and ending
                  upon its
                  termination in accordance with this Agreement.


              


      

      


      


      
        	
                Art.
                  2

              	
                Issuing
                  of Purchase Notice

              


      

      


      


      
        	
                2.1

              	
                Amerikal
                  may from time to time during the Term request Med-Eq to manufacture,
                  sell
                  and deliver to the Amerikal such Products and in such quantities
                  thereof
                  as the Amerikal may require by giving written notice thereof to
                  the
                  Med-Eq. Each such notice served on Amerikal (the “Purchase Notice”) shall
                  state:

              


      

      


        the
        Product(s) in respect of which the Purchase Notice is given; 

      


        the
        quantities thereof required by Amerikal; and

      


        the
        date(s) on which the Product(s) are to be delivered.

      


      
        	
                2.2

              	
                Each
                  Purchase Notice shall constitute a separate order to Med-Eq. Med-Eq
                  shall
                  use its best efforts to accept each Purchase Notice, and shall
                  forthwith
                  Amerikal of the Purchase Notice in writing if Med-Eq is for any
                  reason
                  unable to fulfil the requirements of the Purchase Notice. If Med-Eq
                  fails
                  to give such notice to Amerikal within seven (7) days of the date
                  of
                  issuance of the Purchase Notice, Med-Eq shall be deemed to have
                  accepted
                  the Purchase Notice in its
                  entirety.

              


      

      


      
        	
                2.3

              	
                Effective
                  from the end of the first 6 months period after signing of this
                  Agreement,
                  Amerikal shall, in order to secure Med-Eq's production planning,
                  prepare a
                  revolving purchase budget for six (6) months, such purchase budget
                  to
                  updated once every month. 

              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                Art.
                  3

              	
                Sale
                  and Purchase of Products

              


      

       

      
        	
                3.1

              	
                In
                  the event that Med-Eq accepts or is deemed to accept any Purchase
                  Notice
                  (the “Approved Purchase Notice”), Med-Eq shall sell, and Amerikal shall
                  purchase, the Products to which such Approved Purchase Notice relates
                  subject to the terms of this Agreement. 

              


      

       

      
        	
                3.2
                  

              	
                Unless
                  otherwise agreed by the Parties in writing, in relation to any
                  Approved
                  Purchase Notice, Med-Eq shall: 

              


      

       

      
        	 	
                3.2.1

              	
                provide
                  Amerikal with full details of the location at which Med-Eq will
                  effect
                  delivery pursuant to such Approved Purchase Notice at least seven
                  (7) days
                  prior to each delivery date stated in such Approved Purchase Notice;
                  and

              


      

      


      
        	 	
                3.2.2

              	
                manufacture
                  and sell to Amerikal the Products stated in any Approved Purchase
                  Notice
                  and in the quantities stated in the Approved Purchase Notice and
                  deliver
                  them to Amerikal at the location referred to in Clause 3.2.1 by
                  the date
                  or dates stated in the Approved Purchase Notice. 

              


      

      


      All
        Products sold under this Agreement are on an “CPT” basis and the provisions of
        the Incoterms 2000 published by the International Chamber of Commerce shall
        apply (except to the extent inconsistent with this Agreement).

      


      
        	3.3	
                Risk
                  relating to the Products relating to an Approved Purchase Notice
                  shall
                  pass from Med-Eq
                  and vest in Amerikal when custody and control of the Products are
                  delivered
                  to Amerikal (or to such other person as may be authorised or designated
                  by
                  Amerikal).

              


      

      


      Title
        to
        the Products shall pass from Med-Eq to Amerikal upon full payment by
Amerikal
        to Med-Eq. 

       

      
        	
                3.4

              	
                Med-Eq
                  represents and warrants to Amerikal that each Product sold by Med-eq
                  under
                  this Agreement is of satisfactory quality and is reasonably fit
                  for the
                  purposes for which such Product is ordinarily required or used.
                  Med-Eq is
                  able to pass clean and marketable title to such Product in accordance
                  with
                  the terms of this Agreement.

              


      

      


      
        	Art.
                4	
                Legal
                  Situation of Amerikal

              


      

      


      
        	
                4.1

              	
                Amerikal
                  shall buy and sell in his own name and for his own account. He
                  shall act
                  as independent trader towards both Med-Eq as well as the customers.
                  He
                  shall effectively promote the sale of the Product in the Territory,
                  without being authorized to act in the name of Med-Eq. Furthermore,
                  he
                  shall safeguard the interests of Med-Eq with the due diligence
                  of a
                  responsible businessman and shall always keep Med-Eq informed of
                  his
                  activities as well as of the market conditions within the
                  Territory.

              


      

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      
        	Art.
                5	
                Trademark,
                  Proprietary Rights, and
                  Packaging

              


      

      


      
        	
                5.1

              	
                All
                  Trademarks, Documentation and Proprietary Rights relating to the
                  Product
                  is the sole property of Med-Eq, and Amerikal the cooperation under
                  this
                  Agreement shall not give Amerikal any share in such rights.
                  

              


      

      


      
        	
                5.2
                  

              	
                Med-Eq
                  authorises hereby Amerikal under the Term of this Agreement to
                  use the
                  Product in its own formulations, to be sold under its own trademark,
                  for
                  all purposes other than as an anti-depressant or against
                  dementia.

              


      

       

      Amerikal
        warrants that it shall not use the Product in formulations for any of these
        two
        purposes

      


      
        	
                5.3

              	
                Med-Eq
                  authorises hereby Amerikal to refer to documentation performed
                  by Med-Eq
                  for the Product or for formulations containing the Product, but
                  shall in
                  the case of such references are made, ensure that Med-Eq in no
                  way shall
                  be liable for Amerikal’s or its customers’ product claims
                  

              


      

      


      
        	
                5.4

              	
                Amerikal
                  warrants that all packaging materials and all marketing material
                  to be
                  used for products containing the Product shall bear the text “Contains
                  YTE®. A registered trademark owned by Med-Eq AS,
                  Norway.”

              


      

      


      
        	
                5.5

              	
                Amerikal
                  undertakes to accept any changes in the production process, the
                  specification, that Med-Eq at its sole discretion may decide in
                  order to
                  improve the quality of the Product or in order to meet changes
                  in
                  legislation or customer demand.

              


      

      


      
        	
                5.6

              	
                Amerikal
                  is not without Med-Eq's prior written consent in any way - electronically
                  on the Internet or otherwise - entitled to register any of Med-Eq's
                  intellectual proprietary rights such as - but not limited to -
                  trademarks,
                  product names, descriptions etc.

              


      

      


      


      
        	
                Art.
                  6

              	
                Competing
                  Products

              


      

      


      
        	
                6.1
                  

              	
                The
                  Distributor shall not during the term of this Agreement and for
                  a period
                  of five (5) years after the expiry of this agreement for whatever
                  reason
                  manufacture, cause to be manufactured, market, sell, distribute,
                  represent, or otherwise deal or have any interest in any goods
                  in the
                  Territory that are identical,
                  or if said goods fulfils identical purposes and contains extract
                  from
                  eggs, without first obtaining Med-Eq's written consent. Med-Eq
                  shall
                  respond to any such written request for permission within ninety
                  (90) days
                  of receipt of the request.

              


      

      


      
        	
                Art.
                  7 

              	
                Minimum
                  Pur-chases

              


      

      


      
        	
                7.1

              	
                Minimum
                  purchases by the Distributor the first five (5) calendar years
                  of this
                  Agreement of the Product shall be as stated in Appendix
                  1.
                  Thereafter, minimum purchases shall be agreed upon not later than
                  15th
                  of
                  September of each calendar year, the first such agreement to be
                  reached
                  not later than 15th
                  of
                  September, 2010.

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      
        	
                Art.
                  8

              	
                Med-Eq's
                  Prices and Terms of Sale

              


      

      


      
        	
                8.1

              	
                Med-Eq's
                  sales price for the Product shall be as stated in Appendix
                  1
                  attached hereto until further notice. During the term of this Agreement,
                  the prices for orders not yet confirmed by Med-Eq may be changed
                  by Med-Eq
                  subject to three (3) month's prior notice in
                  writing.

              


      

      


      
        	
                8.2

              	
                Invoicing
                  and payments for the Product shall take place in NOK for any given
                  Product.

              


      

      


      
        	
                8.3

              	
                The
                  conditions of payment shall Irrevocable L/C or other payment methods
                  acceptable by both parties.

              


      

      


      
        	
                8.4

              	
                The
                  delivery terms of the Product shall be " CPT LAX (Los Angeles)
                  Inco-terms
                  2000".

              


      

      


      
        	
                8.5

              	
                Med-Eq
                  shall prepare all export documentation, supply, package and ship
                  the
                  Product. Title to the Products shall pass to the Distributor when
                  full
                  payment for each consignment has taken
                  place.

              


      

      


      
        	
                8.6

              	
                Amerikal
                  shall store the Product strictly in accordance with the instructions
                  given
                  by Med-Eq, see Appendix
                  1.

              


      

      


      
        	
                8.7

              	
                Amerikal
                  shall inspect the Product for defects promptly upon receipt thereof.
                  Products which are not rejected in writing within fourteen (14)
                  days of
                  receipt by Amerikal shall be deemed to be in good condition on
                  receipt.

              


      

      


      
        	 	
                Med-Eq
                  shall substitute at its own expense such defective Products by
                  delivery of
                  Products free from defects. This replacement constitutes the only
                  liability of Med-Eq in relation to defective Products, see, however,
                  Article 9 below concerning injury to third parties caused by defects
                  in
                  the Product.

              


      

      


      
        	
                8.8

              	
                In
                  case of delay beyond Med-Eq ́s control or in case of defects Med-Eq is not
                  liable for loss of production, loss of profit or any other consequential
                  economic loss.

              


      

      


      


      
        	
                Art.
                  9

              	
                Product
                  Liability

              


      

      


      
        	
                9.1

              	
                Med-Eq
                  shall indemnify and hold the Distributor harmless from losses or
                  injuries
                  suffered by third parties caused by defects in the Product. Med-Eq
                  shall
                  not be liable for loss of production, loss of profit or any other
                  consequential economic loss.

              


      

      


      Med-Eq’s
        responsibility to indemnify and hold Amerikal harmless shall be limited to
        USD
        1 000 000 (one million).

      


      
        	
                9.2

              	
                Amerikal
                  shall indemnify and hold Med-Eq harmless against any claims including
                  product liability claims relating to Amerikal’s confectioning of the
                  finished Products, application, administra-tion, packaging, use,
                  storage,
                  promotion, marketing, resale and distribution of the Product and
                  from any
                  claims concerning loss of production, loss of profit or any other
                  consequential economic loss.

              


      

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      
        	
                Art.
                  10

              	
                Secrecy

              


      

      


      
        	
                10.1

              	
                Amerikal
                  untertakes to treat received Information as strictly confidential
                  and
                  therefore not to disclose it to any third party (except reliable
                  employees
                  under secrecy obligation), and to make no commercial use of it
                  without the
                  express consent of Med-Eq. This obligation applies to Information
                  disclosed to Amerikal prior to entering into this Agreement as
                  well as
                  Information disclosed to Amerikal under this Agreement. In case
                  Information is received in oral form the above obligation shall
                  only apply
                  to the extent such oral Information has been confirmed in writing
                  to
                  Amerikal and marked "Confiden-tial" within forty-five (45) days
                  after the
                  date of oral disclosure.

              


      

      


      
        	
                10.2

              	
                Amerikal
                  agrees to protect the Information from disclosure to any unauthorized
                  party.

              


      

      


      
        	 	
                This
                  obligation shall not apply to:

              


      

      


      
        	
              	a)	
                Information
                  which, at the time of disclosure, is already in the public domain;

              


      

      


      
        	 	
                b)

              	
                Information
                  which, after disclosure, becomes a part of the public domain by
                  publication through no violation of this
                  Agreement;

              


      

      


      
        	 	
                c)

              	
                Information
                  which Amrikal is able to prove to be in possession of prior to
                  any
                  disclosure. In this case, Amerikal will demonstrate that he is
                  in
                  possession of this Information in writing within thirty (30) days
                  of
                  receipt of Information, or forego application of this
                  provision;

              


      

      


      
        	 	
                d)

              	
                Information
                  which is hereafter lawfully disclosed by a third party to Amerikal,
                  where
                  third party did not acquire the Information under a still effective
                  obligation of confidentiality to
                  Med-Eq.

              


      

      


      
        	
                10.3

              	
                Nothing
                  in this article shall be construed as granting to Amerikal, by
                  implication
                  or otherwise, any license with respect to the Information or any
                  patent
                  applications, patents or any claims of patent now or hereafter
                  filed or
                  issued with respect to the
                  Information.

              


      

      


      


      
        	
                Art.
                  11

              	
                Force
                  Majeure

              


      

      


      
        	
                11.1

              	
                The
                  following circumstances shall be considered as grounds for relief
                  if they
                  impede the performance of the Agreement or makes performance unreasonably
                  onerous: industrial disputes and any other circumstance beyond
                  the control
                  of the parties such as fire, war, mobilization or military call
                  up of a
                  comparable scope, requisition, seizure, currency restrictions,
                  insurrection and civil commotion, shortage of transport, general
                  shortage
                  of materials, restrictions in use of power and defects or delays
                  in
                  deliveries by sub-contractors caused by any such circumstance as
                  referred
                  to in this article.

              


      

      


      
        	 	
                The
                  above described circumstances shall constitute grounds for relief
                  only if
                  their effect on the performance of the Agreement or the delivery
                  of a
                  specific consignment of the Product could not be foreseen at the
                  time of
                  formation of the Agreement or the time of delivery of a specific
                  consignment of the Product.

              


      

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
        	 	
                The
                  party wishing to claim relief shall notify the other party in writing
                  without delay on the intervention and on the cessation of such
                  circumstance.

              


      

      


      
        	 	
                If
                  grounds for relief prevent Amerikal from fulfilling his obligations,
                  he
                  shall compensate Med-Eq for expenses incurred in securing and protecting
                  the Product.

              


      

      


      
        	
                11.2

              	
                In
                  the event that the Force Majeure events as defined in Article 13.1
                  last
                  longer than six (6) months either party is entitled to terminate
                  this
                  Agreement with one month's prior written notice, such termination
                  to be
                  effective at the end of any month corresponding to the expiry month
                  of
                  said notice period.

              


      

      


      


      
        	
                Art.
                  12

              	
                Term
                  of this Agreement and
                  Termination

              


      

      


      
        	
                12.1

              	
                This
                  Agreement shall take effect on __________, 2005 and shall remain
                  in force
                  until 31st
                  of
                  December 2010. Hereafter the Agreement shall remain in force for
                  consecutive terms of twelve (12) months at a time unless terminated
                  by one
                  of the parties with a prior written notice of three (3) months
                  which at
                  the earliest can be given on the 30th
                  of
                  September 2010 for expiry the 31st
                  of
                  December 2010.

              


      

      


      
        	
                12.2

              	
                Any
                  termination of this Agreement as provided herein shall not relieve
                  either
                  party of any obligation arising hereunder prior to such termination,
                  including, but not limited to, Amerikal’s obligation to
                  

              


      

      


      
        	 	
                (a)

              	
                purchase
                  Product covered by purchase orders submitted by Amerikal;
                  

              


      

      


      
        	 	
                (b)

              	
                pay
                  to Med-Eq the cost of any raw materials, including packaging, purchased
                  by
                  Med-Eq in contemplation of purchase orders to be received in accordance
                  with Appendix
                  4,
                  or Med-Eq's obligation to ship products on accepted
                  orders.

              


      

       

      
        	
                12.3

              	
                If
                  Med-Eq, for whatever reason, should deem it necessary to cease
                  production
                  of the Product, Med-Eq shall be entitled to terminate this Agreement
                  by
                  giving the Amerikal prior written notice of three (3)months. Neither
                  of
                  the parties shall be obliged to pay any compensation to the other
                  party
                  for loss of income or goodwill to the other party in such
                  instance.

              


      

      


      
        	
                12.4

              	
                If
                  Med-Eq should deem it necessary to recall the Product from the
                  Territory,
                  or in the event that recall of the Product is required by authorities,
                  Med-Eq shall be entitled to terminate this Agreement by giving
                  Amerikal
                  three (3) months' written notice. Neither of the Parties shall
                  be obliged
                  to pay any compensation to the other party for loss of income or
                  goodwill
                  to the other party in such
                  instance.

              


      

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      
        	
                Art.
                  13

              	
                Early
                  Termination

              


      

      


      
        	
                13.1

              	
                Where
                  one of the parties commits an essential breach of this Agreement
                  the other
                  party is entitled to terminate the Agreement, effective upon receipt
                  of
                  termination notice.

              


      

      


      An
        essential breach is deemed to be: 

      


      
        	 	
                1)

              	
                either
                  party is adjudged bankrupt; suspends payment; or in any similar
                  manner
                  discontinues its business,

              


      

      


      
        	 	
                2)

              	
                Amerikal
                  violates Articles 5.2, 5.3, 5.4, 5.6, 6.1, 7.1, 8.3, 10.1 and
                  10.2,

              


      

      


      
        	 	
                3)

              	
                Med-Eq
                  violates Articles 3.2.2. 

              


      

      


      
        	 	
                4)

              	
                If
                  Amerikal fails to make any payment when
                  due.

              


      

      


      
        	
                13.2

              	
                In
                  case one of the parties commits a breach in respect of its obligations
                  under this Agreement which breach is not covered by Article 13.1,
                  and
                  where it does not make good such breach within thirty (30) days
                  after
                  being requested in writing to do so, the other party shall be entitled
                  to
                  terminate this Agreement, effective upon receipt of termination
                  notice.

              


      

      


      


      
        	
                Art.
                  14

              	
                Indemnity
                  and Compensation

              


      

      


      
        	
                14.1

              	
                No
                  claims for indemnity or compensation can be lodged by reason of
                  the
                  termination of the Agreement on any grounds, save where these claims
                  are
                  based on breach of Agreement by one of the
                  Parties.

              


      

      


      


      
        	
                Art.
                  15

              	
                Governing
                  Law and Arbitration

              


      

      


      
        	
                15.1

              	
                The
                  Agreement shall be deemed to have been entered into and to be construed
                  and interpreted in accordance with the laws of Norway as applicable
                  between residents of Norway.

              


      

      


      
        	
                15.2

              	
                Amerikal
                  is obliged to accept changes in the Agreement made in order to
                  comply with
                  changes in mandatory law affecting this
                  Agreement

              


      

      


      
        	
                15.3

              	
                Any
                  dispute, controversy, or claim arising out of or in connection
                  with the
                  Agreement, including any question regarding its existence, validity,
                  or
                  termination, shall be finally resolved by arbitration under the
                  Rules of
                  The International Chamber of Commerce (excluding the conciliation
                  Procedure) in force at the date of the request for arbitration,
                  which
                  Rules are deemed to be incorporated by reference into this
                  clause.

              


      

      


      
        	 	
                The
                  tribunal shall consist of three
                  arbitrators.

              


      

      


      
        	 	
                The
                  place of arbitration shall be Oslo,
                  Norway.

              


      

      


      
        	 	
                The
                  language of the arbitration shall be
                  English.

              


      

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
        	
                15.4

              	
                The
                  governing language of this Agreement shall be English. Any translations
                  made shall be for guidance only.

              


      

      


      
        	
                15.5

              	
                If
                  any provision of this Agreement or portion thereof shall to any
                  extend be
                  deemed invalid or unenforceable by any Court or authority having
                  jurisdiction, the parties shall agree upon such adjustment of this
                  Agreement as is necessary in order to secure as far as possible
                  the vital
                  interests of the Parties and the main objectives hereof at the
                  time of
                  signing this Agreement. Failing an understanding between the Parties
                  on
                  such adjustments they may be made by the arbitration tribunal in
                  the
                  course of any pursuant litigation. 

              


      

      


      
        	
                15.6

              	
                Failure
                  of a party to enforce one or more of the provisions of this Agreement
                  or
                  to exercise any option or other rights hereunder or to require
                  at any time
                  performance of any of the obligations hereof shall not be construed
                  to be
                  a waiver of such provisions by such party or to in any way affect
                  the
                  validity of this Agreement or such party ́s right thereafter to enforce
                  each and every provision of this Agreement, nor to preclude such
                  party
                  from taking any other action at any time which it would legally
                  be
                  entitled to take.

              


      

      


      
        	
                15.7

              	
                The
                  signatures of the parties set forth below is their acknowledgement
                  that
                  this Agreement sets forth their entire understanding and agreement
                  and
                  supersedes with effect from the commencement of this Agreement
                  as provided
                  in Article 14.1 any and all prior understandings, contracts or
                  agreements
                  between the Distributor and Med-Eq with respect to the subject
                  matter of
                  this Agreement. There are no representations or promises between
                  the
                  Parties hereto except as set forth herein. No provision of this
                  Agreement
                  may be waived, changed, terminated, modified or discharged, orally
                  or
                  otherwise, except by subsequent written agreement signed by the
                  other
                  party against whom such waiver, change, termination, modification
                  or
                  discharge is sought to be enforced.


              


      

       

       

      
        	
                Art.
                  16

              	
                Assignability

              


      

      


      
        	
                16.1

              	
                This
                  Agreement can be assigned by
                  Med-Eq.

              


      

      


      
        	
                16.2

              	
                This
                  Agreement is non-assignable by Amerikal without the written consent
                  of
                  Med-Eq. 

              


      

      


      


      
        	
                Art.
                  17

              	
                Pledge
                  or Lien

              


      

      


      
        	
                18.1

              	
                Amerikal
                  shall have no pledge or lien on the property of
                  Med-Eq.

              


      

      


      


      
        	
                Art.
                  18

              	
                Notices

              


      

      


      
        	
                18.1

              	
                Any
                  notice made in connection with this Agreement or performance thereunder
                  shall be sent to the addresses specified below, or such other addresses
                  as
                  the parties may notify in writing to each other from time to time,
                  by air
                  courier or by telefax, followed immediately by a confirmation letter
                  by
                  airmail.

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      

        
          	
                  If
                    to Med-Eq:

                	
                  Med-Eq
                    A/S

                
	 	
                  Farmannsveien
                    18 - 22

                
	 	
                  N-3111
                    Tønsberg

                
	 	
                  Norway

                
	 	 
	 	
                  Attn.:
                    Managing Director

                
	 	
                  Fax:
                    +47 33 35 90 69

                
	 	 
	
                  If
                    to Amerikal:

                	
                  
                    Amerikal
                      Nutraceutical Corp. 

                  

                
	 	
                  17751
                    Mitchell Avenue

                
	 	
                  Irvine,
                    CA 92614 

                
	 	
                  USA

                
	 	 
	 	
                  Attn.:
                    President

                
	 	
                  Fax:
                    +1.949.486.6688

                


        

      

      


      This
        Agreement of which the appendices form an integral part, is executed in two
        original copies, one of these having been delivered to Amerikal and the other
        to
        Med-Eq.

      


      


      In
        Tønsberg, Norway, this day of 2005.

      


      Med-Eq
        A/S

      


      
        	
                By:

              	
                ____________________

              


      

      


      


      In
        ____________, _____________, this day of 2005.

      


      Amerikal

      


      


      
        	
                By:

              	
                ____________________

              


      

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      List
        of Appendixes

      


      
        	Appendix
                1	
                Product
                  Description

              


      

      


      
        	Appendix
                2	
                Trademark,
                  Design etc.

              


      

      


      
        	Appendix
                3	
                Report
                  Form

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        1.1

      


      PRODUCT
        DESCRIPTION

      


      Tthe
        powder of fertilized and incubated hen eggs, YTE® - EU pat. No 0656781, US pat
        No 5641517, for the use as an aphrodiziac/energy and in sports products.
        

      


      Med-Eq
        shall supply the YTE® powder. 

      


      Registration
        Category: Food or dietary supplement

      


      Shelf
        life:

      


      Batch
        sizes per single order: Quantities divisible by 100 kilograms

      


      Price:
        NOK 1 500 per kilogram

      


      
        	
                Minimum
                  quantities:

              	
                Year
                  1 (1st 12 months)

              	
                3000
                  kilograms

              
	 	
                Year
                  2 (2nd 12 months)

              	
                12000
                  kilograms

              
	 	
                Year
                  3 (3rd 12 months)

              	
                12000
                  kilograms

              
	 	
                Year
                  4 (4th 12 months)

              	
                12000
                  kilograms

              
	 	
                Year
                  5 (5th 12 months)

              	
                12000
                  kilograms

              


      

      


      
        	Storage
                Conditions:	
                To
                  be kept in unopened and sealed containers at 4 - 15 degrees C until
                  confectioning. Opened containers are not to be stored. Avoid high
                  humitity. 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        2 

      


      TRADEMARK,
        DESIGN, ETC.

      


      YTE
        ®

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        3

      


      To:

      From:

      Date:

      


      


      
        	
                Product:

              	
                Firm
                  and Binding Orders

              	
                Forecast

              
	
                Monthly
                  Past Month

                Report

              	
                Month:

              	
                Month:

              	
                Month:

              	
                Month:

              	
                Month:

              	
                Month:

              
	
                Stock
                  begin-ning month

              	 	 	 	 	 	 	 
	
                Purchase
                  from Med-Eq

              	 	 	 	 	 	 	 
	
                Sales

              	 	 	 	 	 	 	 
	
                Stock
                  end month

              	 	 	 	 	 	 	 


      

      


      To
        be sent by fax to +47 33 35 90 69 before the fifth working day of each
        month. 

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    
      


      Addendum
        to

      


      Sale
        and Purchase Agreement of Sept 5 2005 

      between

      


      Med-Eq
        AS

      


      And

      


      


      Amerikal
        Nutraceutical Corp

      


      


      
        	 	
                1.

              	
                Med-Eq
                  hereby grants to Amerikal the exclusive USA rights to purchase
                  the Product
                  for formulation and production of finished products and shall refrain
                  from
                  accepting orders from third parties domiciled in the USA for as
                  long as
                  the Sale and Purchase Agreement is valid.


              


      

      


      
        	 	
                2.

              	
                This
                  shall not limit Med-Eq from marketing finished products containing
                  the
                  Product in the USA or from accepting orders or otherwise dealing
                  in
                  finished products containing the Product. In case Med-Eq decides
                  to enter
                  into agreements for the USA market regarding the sale of its finished
                  products containing the Product, Med-Eq shall offer to Amerikal
                  the first
                  right to confection and pack such products on its behalf on terms
                  equal to
                  those offered by any third party. 

              


      

      


      
        	 	
                3.

              	
                Such
                  exclusive right as is defined above shall remain in force under
                  the
                  lifetime of the Sale and Purchase Agreement, and is subject to
                  minimum
                  purchases as defined in Appendix 1.1 to this Agreement.
                  

              


      

      


      
        	 	
                4.

              	
                This
                  Addendum shall be interpreted as an integral part of the Sale and
                  Purchase
                  Agreement, and rules for interpretation, termination, resolving
                  of
                  conflicts as defined in the Sale and Purchase Agreement shall also
                  apply
                  to this Addendum.

              


      

      


      Oslo/Irvine
        ...............................................

      


      
        	
                Med-Eq
                  AS

              	
                Amerikal
                  Nutraceutical Corp.

              
	 	 
	
                ................................................

              	
                ...................................................