ASSIGNMENT
      AND CONVEYANCE

    


    THIS
      ASSIGNMENT
      AND CONVEYANCE  made
      as
      of the 25th
      day of
      May, 2007

    


    B
      E T W E E N:

    


    NESRACORP
      INC. 

    


    (hereinafter
      called the “Assignor”)

    


    OF
      THE FIRST PART

    -
      and -


    


    NATURAL
      NUTRITION, INC.

    


    (hereinafter
      called the “Assignee”)

    


    OF
      THE SECOND PART

    


    (the
      Assignor and Assignee hereinafter called the “Parties”)

    


    


    RECITALS:

    


    	A.   	
            Interactive
              Nutrition International Inc. (“INII”)
              is indebted to the Assignor for an outstanding amount of principal
              (the
              “Principal”)
              and interest accrued thereon (the “Interest”)
              (the Principal and the Interest together the “Indebtedness”)
              pursuant to a promissory note made March 31,
              2004;

          


     

    	B.    	
            The
              total amount of the Indebtedness is not less than that described in
              Schedule “A” hereto;

          


     

    	C.    	
            The
              Assignor is the holder of certain security from INII, as more particularly
              described in Schedule “B” hereto (collectively the “Security”);

          


     

    	D.    	
            Natural
              Nutrition Inc. is the owner of all of the issued and outstanding shares
              of
              INII; and

          


     

    	E.    	
            The
              Assignor has agreed to assign to the Assignee all of the right, title,
              benefit and interest of the Assignor in and to the Purchased Assets
              (as
              hereinafter defined).

          


     

    NOW
      THEREFORE THIS ASSIGNMENT AND CONVEYANCE (the “Assignment”)
      WITNESS
      that in
      consideration of the sum of SEVEN MILLION SIX HUNDRED AND FIFTY THOUSAND
      CANADIAN DOLLARS (CDN$7,650,000.00) now paid to the Assignor, the receipt and
      sufficiency of which is hereby acknowledged, the Assignee and the Assignee
      hereby covenant and agree as follows:

     

    
      
        	
                Assignment
                  and Conveyance

              	
                 Page
                  1

              


      

      
         

        
          

        

      

      
         

      

    

    	1.    	
            The
              Assignor hereby assigns, transfers and conveys unto the Assignee all
              of
              the right, title, benefit and interest of the Assignor in and to the
              Indebtedness and the Security in respect thereof, including, without
              limitation, all loan, security and other documentation relating to
              the
              Indebtedness and the Security purchased hereunder (collectively, the
              “Purchased
              Assets”).

          


    


    	2.    	
            The
              Assignee and the Assignor agree that the consideration for the Purchased
              Assets is allocated entirely to the outstanding Principal described
              in
              Schedule “A” and no portion thereof is allocable to the outstanding
              Interest described in Schedule “A”. 

          


    


    	3.    	
            The
              Assignor hereby covenants and agrees with and represents and warrants
              as
              follows to the Assignee:

          


    


    	(a)    	
            that
              the Indebtedness of INII is no less than the sum of the Principal and
              Interest described in Schedule “A”
hereto;

          


    


    	(b)    	
            that
              no person, firm or corporation has any written or oral agreement, option,
              understanding or commitment, or any right or privilege capable of becoming
              an agreement, for the purchase or assignment from the Assignor of any
              or
              all of the Purchased Assets;

          


    


    	(c)    	
            that
              the Assignor is not aware of any imperfections in the execution,
              registration or perfection of the Security;
              and

          


    


    	(d)    	
            that
              the Assignor may assign all of its right, title, benefit and interest
              in
              and to the Purchased Assets without the consent of INII or any other
              party. 

          


    


    	4.    	
            Except
              as specifically set out herein, this Assignment is made without
              representation or warranty whatsoever with respect to the execution,
              attachment, registration or perfection of any security interest held
              by
              the Assignor under the Security, the validity and enforceability of
              the
              Security or any priority granted by any principle of law or any statute,
              including the Personal
              Property Security Act
              (Ontario), to any competing security interests over the
              Security.

          


    


    	5.    	
            This
              Assignment shall be governed by and construed in accordance with the
              laws
              of the Province of Ontario and the laws of Canada applicable
              therein.

          


    


    	6.    	
            This
              Assignment shall extend to and enure to the benefit of the Assignor
              and
              Assignee, and their successors and assigns and shall be construed as
              including the parties’ legal representatives, successors and assigns, to
              and upon all of whom this Assignment shall extend and be
              binding.

          


    
       

      
        
          	
                  Assignment
                    and Conveyance

                	
                   Page
                    2

                


        

        
           

          
            

          

        

        
           



      

    

    	7.    	
            All
              nouns and personal pronouns relating thereto shall be read and construed
              as the number and gender may require and the verb shall be read and
              construed as agreeing with the noun and
              pronoun.

          


    


    (The
      remainder of this page has intentionally been left blank.)

     

    


    


     

    
      
        	
                Assignment
                  and Conveyance

              	
                 Page
                  3

              


      

      
         

        
          

        

      

      
         




    

    IN
      WITNESS WHEREOF
      the
      Assignor and Assignee have executed this Assignment and Conveyance as of the
      day
      first above written.

    


    


    
      	 	 

              NESRACORP
                INC. 

              Per:

              


              /s/
                Pamela
                Nesrallah

              Name:
                Pamela Nesrallah

              Title:
                Treasurer

              I
                have authority to bind the corporation.

              


              


              NATURAL
                NUTRITION, INC.

              Per:

              


              /s/
                Timothy J. Connolly

              Name:
                Timothy J. Connolly

              Title:
                Chief Executive Officer

              I
                have authority to bind the corporation.

              


              Per:
                N/A

              


                            
                N/A                                            
                          
                

              Name:
                N/A

              Title:
                N/A

              I
                have authority to bind the
                corporation.

            


    

    


     

    
      
        	
                Assignment
                  and Conveyance

              	
                
                  SIGNATURE
                    PAGE

                

              


      

      
         

        
          

        

      

      
         




    

    


    SCHEDULE
      “A” - INDEBTEDNESS


    


    
      	Principal:  	 	$	9,000,000.00	 
	Interest
              (calculated to May 25, 2007) 	 	$	2,375,517.08	 
	 	 	 	 	 
	Total:  	 	$	11,375,517.08	 


    

     

    


     

    
      
        	
                Assignment
                  and Conveyance

              	
                
                  Schedules

                

              


      

      
         

        
          

        

      

      
         




    

    SCHEDULE
      “B” - SECURITY

    


    


    	-  	
            Convertible
              Promissory Note issued to Nesracorp Inc (under its former name Interactive
              Nutrition Inc.) jointly and severally by Bio-One Corporation and
              Interactive Nutrition International Inc. in the principal amount of
              $15,000,000 dated March 31, 2004.

          


     

    	-  	
            Share
              Pledge Agreement dated March 31, 2004 by Bio-One Corporation and
              Interactive Nutrition International Inc. in favour of Nesracorp Inc.
              (under its former name Interactive Nutrition Inc.) with respect to
              20
              Class A Common Shares of Interactive Nutrition International
              Inc.

          


     

    	-  	
            General
              Security Agreement dated March 31, 2004 by Interactive Nutrition
              International Inc. in favour of Nesracorp Inc. (under its former name
              Interactive Nutrition Inc.) 

          


     

    
       

      
        
          	
                  Assignment
                    and Conveyance

                	
                  
                    Schedules