SECURITIES
      PURCHASE AGREEMENT

     

    This
      SECURITIES
      PURCHASE AGREEMENT
      (this
“Agreement”),
      dated
      as of May 31, 2007, is by and between Natural Nutrition, Inc., a Nevada
      corporation, with its corporate headquarters located at 109 North Post Oak
      Lane,
      Suite 422, Houston, Texas 77024 (the “Company”)
      and
      Cornell Capital Partners, L.P. (“Buyer”).

     

    WHEREAS:

     

    A.  The
      Company and Buyer are executing and delivering this Agreement in reliance upon
      the exemption from securities registration afforded by Section 4(2) of the
      Securities Act of 1933, as amended (the “1933
      Act”),
      and
      Rule 506 of Regulation D (“Regulation D”)
      as
      promulgated by the United States Securities and Exchange Commission (the
“SEC”)
      under
      the 1933 Act.

     

    B.  The
      Company has authorized a new secured convertible note of the Company, in the
      form attached hereto as Exhibit A
      (the
“Note”),
      which
      Note shall be convertible into the Company’s common stock, par value $0.001 per
      share (the “Common
      Stock”
and
      as
      converted, the “Conversion
      Shares”),
      in
      accordance with the terms of the Note.

     

    C.  Buyer
      wishes to purchase, and the Company wishes to sell, upon the terms and
      conditions stated in this Agreement, (i) the Note in the aggregate
      principal amount of U.S. $9,292,894 and (ii) a warrant, in substantially
      the form attached hereto as Exhibit B
      (the
“Warrant”),
      to
      acquire 62,508,179 shares of Common Stock (as exercised, collectively, the
      “Warrant
      Shares”).

     

    D.  Contemporaneously
      with the execution and delivery of this Agreement, the parties hereto are
      executing and delivering a Registration Rights Agreement, substantially in
      the
      form attached hereto as Exhibit C
      (the
“Registration
      Rights Agreement”),
      pursuant to which the Company will agree to provide certain registration rights
      with respect to the Registrable Securities (as defined in the Registration
      Rights Agreement) under the 1933 Act and the rules and regulations promulgated
      thereunder, and applicable state securities laws.

     

    E.  The
      Note,
      the Conversion Shares, the Warrant and the Warrant Shares collectively are
      referred to herein as the “Securities”.

     

    NOW,
      THEREFORE,
      the
      Company and Buyer hereby agree as follows:

     

    1.  PURCHASE
      AND SALE OF NOTE AND WARRANT.

     

    (a)  Purchase
      of Note and Warrant.

     

    (i)  Note
      and Warrant.
      Subject
      to the satisfaction (or waiver) of the conditions set forth in Sections 6
      and 7 below, on the Closing Date (as defined below), the Company shall issue
      and
      sell to Buyer, and Buyer shall purchase from the Company, (y) the Note in
      the principal amount of U.S. $9,292,894 and (z) the Warrant to acquire the
      Warrant Shares (the “Closing”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (ii)  Closing.
      The
      date and time of the Closing (the “Closing
      Date”)
      shall
      be 10:00 a.m., EST time, on May 31, 2007 (or such other date as is mutually
      agreed to by the Company and Buyer) after notification of satisfaction (or
      waiver) of the conditions to the Closing set forth in Sections 6 and 7
      below at the offices of Sonnenschein Nath & Rosenthal, LLP, 101 JFK Parkway,
      Short Hills, New Jersey 07078.

     

    (iii)  Purchase
      Price.
      The
      aggregate purchase price for the Note and the Warrant to be purchased by Buyer
      at the Closing (the “Purchase
      Price”)
      shall
      be U.S. $9,292,894.

     

    (b)  Form
      of Payment.
      On the
      Closing Date, (i) Buyer shall pay the Purchase Price to the Company for the
      Note and the Warrant to be issued and sold to Buyer at the Closing, by wire
      transfer of immediately available funds in accordance with the Company’s written
      wire instructions and (ii) the Company shall deliver to Buyer the Note in
      an aggregate principal amount of U.S. $9,292,894 along with the Warrant to
      acquire the Warrant Shares, in each case duly executed on behalf of the Company
      and registered in the name of Buyer.

     

    2.  BUYER’S
      REPRESENTATIONS AND WARRANTIES.

     

    Buyer
      represents and warrants to the Company that:

     

    (a)  No
      Public Sale or Distribution.
      Buyer
      is acquiring the Note and the Warrant and, upon conversion of the Note and
      exercise of the Warrant, will acquire the Conversion Shares issuable upon
      conversion of the Note and the Warrant Shares issuable upon exercise of the
      Warrant, for investment purposes, as principal for its own account and not
      with
      a view towards, or for resale in connection with, the public sale or
      distribution thereof, except pursuant to sales registered or exempted under
      the
      1933 Act; provided,
      however,
      that by
      making the representations herein, Buyer does not agree to hold any of the
      Securities for any minimum or other specific term and reserves the right to
      dispose of the Securities at any time in accordance with or pursuant to a
      registration statement or an exemption under the 1933 Act. Buyer is acquiring
      the Securities hereunder in the ordinary course of its business. Buyer does
      not
      presently have any agreement or understanding, directly or indirectly, with
      any
      Person (as defined in Section 3(s)) to distribute any of the
      Securities.

     

    (b)  Accredited
      Investor Status.
      At the
      time Buyer was offered the Securities, it was, and at the date hereof it is,
      and
      on each date on which it exercises the Note or the Warrant it will be, an
“accredited investor” as defined in Rule 501(a) under the 1933 Act. Buyer
      is not a registered broker-dealer under Section 15 of the 1934 Act (as
      hereinafter defined).

     

    (c)  Reliance
      on Exemptions.
      Buyer
      understands that the Securities are being offered and sold to it in reliance
      on
      specific exemptions from the registration requirements of United States federal
      and state securities laws and that the Company is relying in part upon the
      truth
      and accuracy of, and Buyer’s compliance with, the representations, warranties,
      agreements, acknowledgments and understandings of Buyer set forth herein in
      order to determine the availability of such exemptions and the eligibility
      of
      Buyer to acquire the Securities.

     

    (d)  Information.
      Buyer
      and its advisors, if any, have been furnished with all materials relating to
      the
      business, finances and operations of the Company and materials relating to
      the
      offer and sale of the Securities which have been requested by Buyer. Buyer
      and
      its advisors, if any, have been afforded the opportunity to ask questions of
      the
      Company. Neither such inquiries nor any other due diligence investigations
      conducted by Buyer or its advisors, if any, or its representatives shall modify,
      amend or affect Buyer’s right to rely on the Company’s representations and
      warranties contained herein. Buyer understands that its investment in the
      Securities involves a high degree of risk. Buyer has sought such accounting,
      legal and tax advice as it has considered necessary to make an informed
      investment decision with respect to its acquisition of the
      Securities.

     

    
      
        
        

      

      
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    (e)  No
      Governmental Review.
      Buyer
      understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Securities or the fairness or suitability of the investment
      in the Securities nor have such authorities passed upon or endorsed the merits
      of the offering of the Securities.

     

    (f)  Transfer
      or Resale.
      Buyer
      understands that except as provided in the Registration Rights Agreement:
      (i) the Securities have not been and are not being registered under the
      1933 Act or any state securities laws, and may not be offered for sale, sold,
      assigned or transferred unless (A) subsequently registered thereunder,
      (B) Buyer shall have delivered to the Company an opinion of counsel, in a
      form reasonably acceptable to the Company, to the effect that such Securities
      to
      be sold, assigned or transferred may be sold, assigned or transferred pursuant
      to an exemption from such registration, or (C) Buyer provides the Company
      with reasonable assurance that such Securities can be sold, assigned or
      transferred pursuant to Rule 144 or Rule 144A promulgated under the
      1933 Act, as amended, (or a successor rule thereto) (collectively, “Rule 144”);
      (ii) any sale of the Securities made in reliance on Rule 144 may be
      made only in accordance with the terms of Rule 144 and further, if
      Rule 144 is not applicable, any resale of the Securities under
      circumstances in which the seller (or the Person through whom the sale is made)
      may be deemed to be an underwriter (as that term is defined in the 1933 Act)
      may
      require compliance with some other exemption under the 1933 Act or the rules
      and
      regulations of the SEC thereunder; and (iii) neither the Company nor any
      other Person is under any obligation to register the Securities under the 1933
      Act or any state securities laws or to comply with the terms and conditions
      of
      any exemption thereunder. The Securities may be pledged in connection with
      a
      bona fide margin account or other loan or financing arrangement secured by
      the
      Securities and such pledge of Securities shall not be deemed to be a transfer,
      sale or assignment of the Securities hereunder, and Buyer effecting a pledge
      of
      Securities shall not be required to provide the Company with any notice thereof
      or otherwise make any delivery to the Company pursuant to this Agreement or
      any
      other Transaction Document (as defined in Section 3(b)), including, without
      limitation, this Section 2(f).

     

    (g)  Legends.
      Buyer
      understands that the certificates or other instruments representing the Note
      and
      the Warrant and, until such time as the resale of the Conversion Shares and
      the
      Warrant Shares have been registered under the 1933 Act as contemplated by the
      Registration Rights Agreement, the stock certificates representing the
      Conversion Shares and the Warrant Shares, except as set forth below, shall
      bear
      any legend as required by the “Blue
      Sky”
laws
      of
      any state and a restrictive legend in substantially the following form (and
      a
      stop-transfer order may be placed against transfer of such stock
      certificates):

     

    
      
        
        

      

      
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    [NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE] [EXERCISABLE] HAVE
      BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
      OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
      IS
      NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR
      RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY
      BE
      PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
      ARRANGEMENT SECURED BY THE SECURITIES.

     

    The
      legend set forth above shall be removed and the Company shall issue a
      certificate without such legend to the holder of the Securities upon which
      it is
      stamped, if, unless otherwise required by state securities laws, (i) such
      Securities are registered for resale under the 1933 Act (a “Registration
      Event”),
      or
      (ii) in connection with a sale, assignment or other transfer, such holder
      provides the Company with an opinion of counsel, in a form reasonably acceptable
      to the Company, to the effect that such sale or transfer of the Securities
      may
      be made without registration under the applicable requirements of the 1933
      Act,
      or (iii) following a sale of transfer of such Securities pursuant to
      Rule 144 (assuming the transferor is not an affiliate of the Company), or
      (iv) while such Securities are eligible for sale under
      Rule 144(k).

     

    (h)  Validity;
      Enforcement.
      This
      Agreement and the Registration Rights Agreement to which Buyer is a party have
      been duly and validly authorized, executed and delivered by Buyer and constitute
      the legal, valid and binding obligations of Buyer enforceable against Buyer
      in
      accordance with their respective terms, except as such enforceability may be
      limited by general principles of equity or to applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation and other similar laws relating to,
      or
      affecting generally, the enforcement of applicable creditors’ rights and
      remedies.

     

    (i)  No
      Conflicts.
      The
      execution, delivery and performance by Buyer of this Agreement and the
      Registration Rights Agreement to which Buyer is a party and the consummation
      by
      Buyer of the transactions contemplated hereby and thereby will not
      (i) result in a violation of the organizational documents of Buyer or
      (ii) conflict with, or constitute a default (or an event which with notice
      or lapse of time or both would become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation of, any
      agreement, indenture or instrument to which Buyer is a party, or
      (iii) result in a violation of any law, rule, regulation, order, judgment
      or decree (including federal and state securities laws) applicable to Buyer,
      except in the case of clauses (ii) and (iii) above, for such conflicts,
      defaults, rights or violations which would not, individually or in the
      aggregate, reasonably be expected to have a material adverse effect on the
      ability of Buyer to perform its obligations hereunder.

     

    
      
        
        

      

      
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    (j)  Residency.
      Buyer
      is a resident of the jurisdiction specified below its signature to this
      Agreement.

     

    (k)  Independent
      Investment Decision.
      Buyer
      has independently evaluated the merits of its decision to purchase Securities
      pursuant to the Transaction Documents (as defined in Section 3(b)) and
      Buyer confirms that it has not relied on the advice of the Company nor any
      other
      Buyer’s business and/or legal counsel in making such decision.

     

    (l)  Certain
      Trading Activities.
      Buyer
      has not directly or indirectly, nor has any Person acting on behalf of or
      pursuant to any understanding with Buyer, engaged in any Short Sales (as defined
      below) involving the Company’s securities). For the purpose of this Agreement,
“Short
      Sales”
means
      all “short sales” as defined in Rule 200 promulgated under
      Regulation SHO under the Securities and Exchange Act of 1934, as amended
      (the “1934
      Act”).

     

    (m)  General
      Solicitation.
      Buyer
      is not purchasing the Securities as a result of any advertisement, article,
      notice or other communication regarding the Securities published in any
      newspaper, magazine or similar media or broadcast over television or radio
      or
      presented at any seminar.

     

    (n)  Organization.
      Buyer
      is an entity duly organized, validly existing and in good standing under the
      laws of the jurisdiction of its organization with the requisite corporate or
      partnership power and authority to enter into and to consummate the transactions
      contemplated by the applicable Transaction Documents and otherwise to carry
      out
      its obligations thereunder.

     

    3.  REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

     

    The
      Company represents and warrants to Buyer that:

     

    (a)  Organization
      and Qualification.
      The
      Company and its “Subsidiaries”
(which
      for purposes of this Agreement expressly excludes Interactive Nutrition
      International, Inc., a company organized under the laws of Canada (“INII”),
      but
      includes any other joint venture or any other entity (i) in which the
      Company, directly or indirectly, owns 50% or more of the outstanding capital
      stock or holds an equity or similar interest representing 50% or more of the
      outstanding equity or similar interest of such entity, (ii) that is a
“significant subsidiary” of the Company as defined under Regulation S-X of
      the 1934 Act or (iii) in which the Company controls or operates all or part
      of the business, operations or administration of such entity) are entities
      duly
      organized and validly existing in good standing under the laws of the
      jurisdiction in which they are formed, and have the requisite power and
      authorization to own their properties and to carry on their business as now
      being conducted. Each of the Company and its Subsidiaries is duly qualified
      as a
      foreign entity to do business and is in good standing in every jurisdiction
      in
      which its ownership of property or the nature of the business conducted by
      it
      makes such qualification necessary, except to the extent that the failure to
      be
      so qualified or be in good standing would not reasonably be expected to have
      a
      Material Adverse Effect. As used in this Agreement, “Material
      Adverse Effect”
means
      any material adverse effect on the business, properties, assets, operations,
      results of operations, condition (financial or otherwise) or prospects of the
      Company and its Subsidiaries, taken as a whole, or on the transactions
      contemplated hereby and the other Transaction Documents or by the agreements
      and
      instruments to be entered into in connection herewith or therewith, or on the
      authority or ability of the Company to perform its obligations under the
      Transaction Documents. The only Subsidiaries are: CSI Business Finance, Inc.,
      a
      Texas corporation.

     

    
      
        
        

      

      
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    (b)  Authorization;
      Enforcement; Validity.
      The
      Company has the requisite power and authority to enter into and perform its
      obligations under this Agreement, the Note, the Registration Rights Agreement,
      the Irrevocable Transfer Agent Instructions (as defined in Section 5(b)),
      the Warrant and each of the other agreements entered into by the parties hereto
      in connection with the transactions contemplated by this Agreement
      (collectively, the “Transaction
      Documents”)
      and to
      issue the Securities in accordance with the terms hereof and thereof. The
      execution and delivery of the Transaction Documents by the Company and the
      consummation by the Company of the transactions contemplated hereby and thereby,
      including, without limitation, the issuance of the Note and the Warrant, the
      reservation for issuance and the issuance of the Conversion Shares issuable
      upon
      conversion of the Note and the reservation for issuance and issuance of Warrant
      Shares issuable upon exercise of the Warrant have been duly authorized by the
      Company’s Board of Directors (the “Board”)
      and
      other than (i) the filing of a Form D under Regulation D of the
      1933 Act, (ii) the filing with the SEC of one or more registration
      statements in accordance with the requirements of the Registration Rights
      Agreement, (iii) such filings as are required by the Principal Market (as
      defined below) and (iv) such filings required under applicable securities
      or Blue Sky laws of the states of the United States, no further filing, consent,
      or authorization is required by the Company, the Board or its stockholders.
      This
      Agreement and the other Transaction Documents of even date herewith have been
      duly executed and when delivered by the Company will constitute the legal,
      valid
      and binding obligations of the Company, enforceable against the Company in
      accordance with their respective terms, except as such enforceability may be
      limited by general principles of equity or applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally, the enforcement of applicable creditors’ rights and
      remedies.

     

    (c)  Issuance
      of Securities.
      The
      issuance of the Note and the Warrant are duly authorized and are free from
      all
      taxes, liens and charges with respect to the issue thereof. As of the Closing,
      a
      number of shares of Common Stock shall have been duly authorized and reserved
      for issuance which equals 130% of the maximum number of shares Common Stock
      issuable upon conversion of the Note (assuming such conversion occurred at
      Closing) and upon exercise of the Warrant (assuming such exercise occurred
      at
      Closing). Upon conversion in accordance with the Note or exercise in accordance
      with the Warrant, as the case may be, the Conversion Shares and the Warrant
      Shares, respectively, when issued, will be validly issued, fully paid and
      nonassessable and free from all preemptive or similar rights, taxes, liens
      and
      charges with respect to the issue thereof, with the holders being entitled
      to
      all rights accorded to a holder of Common Stock. Based in part upon the accuracy
      of the representations and warranties of Buyer set forth in Article 2, issuance
      by the Company of the Securities is, or will be upon issuance, exempt from
      registration under the 1933 Act.

     

    (d)  No
      Conflicts.
      Except
      for those conflicts which are the subject of that certain Waiver referenced
      in
      Section 6(d) hereto, the execution, delivery and performance of the
      Transaction Documents by the Company and the consummation by the Company of
      the
      transactions contemplated hereby and thereby (including, without limitation,
      the
      issuance of the Note and the Warrant, and reservation for issuance and issuance
      of the Conversion Shares and the Warrant Shares) will not (i) result in a
      violation of any articles or certificate of incorporation, articles or
      certificate of formation, any certificate of designations or other constituent
      documents of the Company or any of its Subsidiaries, any capital stock of the
      Company or any of its Subsidiaries or Bylaws of the Company or any of its
      Subsidiaries or (ii) conflict with, or constitute a default (or an event
      which with notice or lapse of time or both would become a default) in any
      respect under, or give to others any rights of termination, amendment,
      acceleration or cancellation of, any agreement, indenture or instrument to
      which
      the Company or any of its Subsidiaries is a party, or (iii) result in a
      violation of any law, rule, regulation, order, judgment or decree (including
      foreign, federal and state securities laws and regulations and the rules and
      regulations of the OTC Bulletin Board as reported on Bloomberg Financial Markets
      LP (the “Principal
      Market”))
      applicable to the Company or any of its Subsidiaries or by which any property
      or
      asset of the Company or any of its Subsidiaries is bound or affected; except
      in
      the case of each of clauses (ii) and (iii), such as could not, individually
      or in the aggregate, have or reasonably be expected to result in a Material
      Adverse Effect.

     

    
      
        
        

      

      
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    (e)  Consents.
      Other
      than as contemplated in Section 3(b), the Company is not required to obtain
      any consent, authorization or order of, or make any filing or registration
      with,
      any court, governmental agency or any regulatory or self-regulatory agency
      or
      any other Person in order for it to execute, deliver or perform any of its
      obligations under or contemplated by the Transaction Documents, in each case
      in
      accordance with the terms hereof or thereof. All consents, authorizations,
      orders, filings and registrations which the Company is required to obtain
      pursuant to the preceding sentence have been obtained or effected on or prior
      to
      the Closing Date (other than those which the Company is not required to obtain
      in accordance with the Transaction Documents until after the Closing Date)
      and
      the Company and its Subsidiaries are unaware of any facts or circumstances
      which
      might prevent the Company from obtaining or effecting any of the registration,
      application or filings pursuant to the preceding sentence. The Company is not
      in
      violation of the listing requirements of the Principal Market and has no
      knowledge of any facts which would reasonably lead to delisting or suspension
      of
      the Common Stock in the foreseeable future.

     

    (f)  Acknowledgment
      Regarding Buyer’s Purchase of Securities.
      The
      Company acknowledges and agrees that Buyer is acting solely in the capacity
      of
      an arm’s length purchaser with respect to the Transaction Documents and the
      transactions contemplated hereby and thereby and that Buyer is not (i) an
      officer or director of the Company, (ii) to the Company’s knowledge, an
“affiliate” of the Company (as defined in Rule 144 of the 1933 Act) or
      (iii) to the knowledge of the Company, a “beneficial owner” of more than
      10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of
      the 1934 Act). The Company further acknowledges that Buyer is not acting as
      a
      financial advisor or fiduciary of the Company or any of its Subsidiaries (or
      in
      any similar capacity) with respect to the Transaction Documents and the
      transactions contemplated hereby and thereby, and any advice given by Buyer
      or
      any of its representatives or agents in connection with the Transaction
      Documents and the transactions contemplated hereby and thereby is merely
      incidental to Buyer’s purchase of the Securities. The Company further represents
      to Buyer that the Company’s decision to enter into the Transaction Documents has
      been based solely on the independent evaluation by the Company and its
      representatives.

     

    
      
        
        

      

      
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    (g)  No
      General Solicitation; Placement Agent’s Fees.
      Neither
      the Company, nor any of its affiliates, nor any Person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D) in connection with the offer or sale
      of the Securities. The Company shall pay, and hold Buyer harmless against,
      any
      liability, loss or expense (including, without limitation, attorney’s fees and
      out-of-pocket expenses) arising in connection with any such claim. The Company
      has not engaged any placement agent or other agent in connection with the sale
      of the Securities.

     

    (h)  No
      Integrated Offering.
      None of
      the Company, its Subsidiaries, any of their affiliates, and any Person acting
      on
      their behalf has, directly or indirectly, made any offers or sales of any
      security or solicited any offers to buy any security, under circumstances that
      would require registration of any of the Securities under the 1933 Act or cause
      this offering of the Securities to be integrated with prior offerings by the
      Company for purposes of the 1933 Act or any applicable stockholder approval
      provisions, including, without limitation, under the rules and regulations
      of
      any exchange or automated quotation system on which any of the securities of
      the
      Company are listed or designated. None of the Company, its Subsidiaries, their
      affiliates and any Person acting on their behalf will take any action or steps
      referred to in the preceding sentence that would require registration of any
      of
      the Securities under the 1933 Act or cause the offering of the Securities to
      be
      integrated with other offerings.

     

    (i)  Dilutive
      Effect.
      The
      Company understands and acknowledges that the number of Conversion Shares
      issuable upon conversion of the Note and the Warrant Shares issuable upon
      exercise of the Warrant will increase in certain circumstances. The Company
      further acknowledges that its obligation to issue Conversion Shares upon
      conversion of the Note in accordance with this Agreement and the Note and its
      obligation to issue the Warrant Shares upon exercise of the Warrant in
      accordance with this Agreement and the Warrant, in each case, is absolute and
      unconditional regardless of the dilutive effect that such issuance may have
      on
      the ownership interests of other stockholders of the Company.

     

    (j)  Application
      of Takeover Protections; Rights Agreement.
      The
      Company and the Board have taken all necessary action, if any, in order to
      render inapplicable any control share acquisition, business combination, poison
      pill (including any distribution under a rights agreement) or other similar
      anti-takeover provision under its Articles of Incorporation or the laws of
      the
      jurisdiction of its formation which is or could become applicable to Buyer
      as a
      result of the transactions contemplated by this Agreement, including, without
      limitation, the Company’s issuance of the Securities and Buyer’s ownership of
      the Securities. The Company has not adopted a stockholder rights plan or similar
      arrangement relating to accumulations of beneficial ownership of Common Stock
      or
      a change in control of the Company.

     

    (k)  SEC
      Documents; Financial Statements.
      Since
      December 31, 2005, the Company has filed all reports, schedules, forms,
      statements and other documents required to be filed by it with the SEC pursuant
      to the reporting requirements of the 1934 Act (all of the foregoing filed prior
      to the date hereof and all exhibits included therein and financial statements,
      notes and schedules thereto and documents incorporated by reference therein
      being hereinafter referred to as the “SEC
      Documents”).
      The
      Company has delivered to Buyer or its representatives true, correct and complete
      copies of the SEC Documents not available on the EDGAR system. As of their
      respective dates, the SEC Documents complied in all material respects with
      the
      requirements of the 1934 Act and the rules and regulations of the SEC
      promulgated thereunder applicable to the SEC Documents, and none of the SEC
      Documents, at the time they were filed with the SEC, contained any untrue
      statement of a material fact or omitted to state a material fact required to
      be
      stated therein or necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading. As of
      their respective dates, the financial statements of the Company included in
      the
      SEC Documents complied as to form in all material respects with applicable
      accounting requirements and the published rules and regulations of the SEC
      with
      respect thereto. Such financial statements have been prepared in accordance
      with
      generally accepted accounting principles, consistently applied, during the
      periods involved (except (i) as may be otherwise indicated in such
      financial statements or the notes thereto, or (ii) in the case of unaudited
      interim statements, to the extent they may exclude footnotes or may be condensed
      or summary statements) and fairly present in all material respects the financial
      position of the Company as of the dates thereof and the results of its
      operations and cash flows for the periods then ended (subject, in the case
      of
      unaudited statements, to normal year-end audit adjustments). No other
      information provided by or on behalf of the Company to Buyer which is not
      included in the SEC Documents, including, without limitation, information
      referred to in Section 2(d) of this Agreement, contains any untrue
      statement of a material fact or omits to state any material fact necessary
      in
      order to make the statements therein, in the light of the circumstance under
      which they are or were made and not misleading.

     

    
      
        
        

      

      
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    (l)  Absence
      of Certain Changes.
      Since
      December 31, 2006, there has been no material adverse change and no
      material adverse development in the business, properties, operations, condition
      (financial or otherwise), results of operations or prospects of the Company
      or
      its Subsidiaries. Since December 31, 2006, the Company has not
      (i) declared or paid any dividends, (ii) sold any assets, individually
      or in the aggregate, in excess of $100,000 outside of the ordinary course of
      business or (iii) had capital expenditures, individually or in the
      aggregate, in excess of $100,000. The Company has not taken any steps to seek
      protection pursuant to any bankruptcy law nor does the Company have any
      knowledge or reason to believe that its creditors intend to initiate involuntary
      bankruptcy proceedings or any actual knowledge of any fact which would
      reasonably lead a creditor to do so. The Company and its Subsidiaries,
      individually and on a consolidated basis, will not, after giving effect to
      the
      transactions contemplated hereby to occur at the Closing, be Insolvent (as
      defined below). For purposes of this Section 3(l), “Insolvent”
means,
      with respect to any Person (as defined in Section 3(s)), (i)  the
      present fair saleable value of such Person’s assets is less than the amount
      required to pay such Person’s total Indebtedness (excluding the Note and all
      other indebtedness of the Company to the Buyer) (as defined in
      Section 3(s)), (ii) such Person is unable to pay its debts and
      liabilities, subordinated, contingent or otherwise, as such debts and
      liabilities become absolute and matured, (iii) such Person intends to incur
      or believes that it will incur debts that would be beyond its ability to pay
      as
      such debts mature or (iv) such Person has unreasonably small capital with
      which to conduct the business in which it is engaged as such business is now
      conducted and is proposed to be conducted.

     

    (m)  No
      Undisclosed Events, Liabilities, Developments or Circumstances.
      No
      event, liability, development or circumstance has occurred or exists, or is
      contemplated to occur with respect to the Company, its Subsidiaries or their
      respective business, properties, prospects, operations or financial condition,
      that would be required to be disclosed by the Company under applicable
      securities laws on a registration statement on Form SB-2 filed with the SEC
      relating to an issuance and sale by the Company of its Common Stock and which
      has not been publicly announced.

     

    
      
        
        

      

      
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    (n)  Conduct
      of Business; Regulatory Permits.
      Neither
      the Company nor its Subsidiaries is in violation of any term of or in default
      under its Articles of Incorporation, any certificate of designations of any
      outstanding series of preferred stock of the Company or Bylaws or their
      organizational charter or bylaws, respectively. Neither the Company nor any
      of
      its Subsidiaries is in violation of any judgment, decree or order or any
      statute, ordinance, rule or regulation applicable to the Company or its
      Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct
      its business in violation of any of the foregoing, except for possible
      violations which could not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect. Without limiting the generality
      of
      the foregoing, the Company is not in violation of any of the rules, regulations
      or requirements of the Principal Market and has no knowledge of any facts or
      circumstances that would reasonably lead to delisting or suspension of the
      Common Stock by the Principal Market in the foreseeable future. Since
      December 31, 2005, (i) trading in the Common Stock has not been
      suspended by the SEC or the Principal Market and (ii) the Company has
      received no communication, written or oral, from the SEC or the Principal Market
      regarding the suspension or delisting of the Common Stock from the Principal
      Market. The Company and its Subsidiaries possess all certificates,
      authorizations and permits issued by the appropriate regulatory authorities
      necessary to conduct their respective businesses, except where the failure
      to
      possess such certificates, authorizations or permits would not have,
      individually or in the aggregate, a Material Adverse Effect, and neither the
      Company nor any such Subsidiary has received any notice of proceedings relating
      to the revocation or modification of any such certificate, authorization or
      permit.

     

    (o)  Foreign
      Corrupt Practices.
      Neither
      the Company, nor any of its Subsidiaries, nor any director, officer, agent,
      employee or other Person acting on behalf of the Company or any of its
      Subsidiaries has, in the course of its actions for, or on behalf of, the Company
      or any of its Subsidiaries (i) used any corporate funds for any unlawful
      contribution, gift, entertainment or other unlawful expenses relating to
      political activity; (ii) made any direct or indirect unlawful payment to
      any foreign or domestic government official or employee from corporate funds;
      (iii) violated or is in violation of any provision of the U.S. Foreign
      Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe,
      rebate, payoff, influence payment, kickback or other unlawful payment to any
      foreign or domestic government official or employee.

     

    (p)  Sarbanes-Oxley
      Act.
      The
      Company is in compliance with any and all applicable requirements of the
      Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any
      and
      all applicable rules and regulations promulgated by the SEC thereunder that
      are
      effective as of the date hereof.

     

    (q)  Transactions
      With Affiliates.
      Except
      as set forth in the SEC Documents filed at least ten (10) days prior to the
      date
      hereof, that certain Agreement referenced in Section 7(o), and other than
      the grant of stock options or the issuance of Common Stock or Series A
      preferred stock as disclosed in the SEC Documents, none of the officers,
      directors or employees of the Company or any of its Subsidiaries is presently
      a
      party to any transaction with the Company or any of its Subsidiaries (other
      than
      for ordinary course services as employees, officers or 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 such officer, director or
      employee or, to the knowledge of the Company, any corporation, partnership,
      trust or other entity in which any such officer, director, or employee has
      a
      substantial interest or is an officer, director, trustee or
      partner.

     

    
      
        
        

      

      
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    (r)  Equity
      Capitalization.
      As of
      the date hereof, the authorized capital stock of the Company consists of
      (i) Ten Billion (10,000,000,000) shares of Common Stock, of which as of the
      date hereof, 17,904,650 shares of Common Stock are issued and outstanding,
      up to
      Ten Million (10,000,000) shares of Common Stock are reserved for issuance
      pursuant to the Company’s stock option and purchase plans (of which
      approximately 5,000,000 remain available for future issuances), approximately
      1,953,000 shares are reserved for issuance pursuant to securities (other than
      the Note and the Warrant) exercisable or exchangeable for, or convertible into,
      shares of Common Stock and 95,237 shares of preferred stock are issued and
      outstanding. All of such outstanding shares have been, or upon issuance will
      be,
      validly issued and are fully paid and nonassessable. Except as disclosed in
      the
      SEC Documents: (i) none of the Company’s capital stock is subject to
      preemptive rights or any other similar rights or any liens or encumbrances
      suffered or permitted by the Company; (ii) there are no outstanding
      options, warrants, scrip, rights to subscribe to, calls or commitments of any
      character whatsoever relating to, or securities or rights convertible into,
      or
      exercisable or exchangeable for, any capital stock of the Company or any of
      its
      Subsidiaries, or contracts, commitments, understandings or arrangements by
      which
      the Company or any of its Subsidiaries is or may become bound to issue
      additional capital stock of the Company or any of its Subsidiaries or options,
      warrants, scrip, rights to subscribe to, calls or commitments of any character
      whatsoever relating to, or securities or rights convertible into, or exercisable
      or exchangeable for, any capital stock of the Company or any of its
      Subsidiaries; (iii) there are no outstanding debt securities, notes, credit
      agreements, credit facilities or other agreements, documents or instruments
      evidencing Indebtedness of the Company or any of its Subsidiaries or by which
      the Company or any of its Subsidiaries is or may become bound; (iv) there
      are no financing statements securing obligations in any material amounts, either
      singly or in the aggregate, filed in connection with the Company or any of
      its
      Subsidiaries; (v) there are no agreements or arrangements under which the
      Company or any of its Subsidiaries is obligated to register the sale of any
      of
      their securities under the 1933 Act (except pursuant to the Registration Rights
      Agreement); (vi) there are no outstanding securities or instruments of the
      Company or any of its Subsidiaries which contain any redemption or similar
      provisions, and there are no contracts, commitments, understandings or
      arrangements by which the Company or any of its Subsidiaries is or may become
      bound to redeem a security of the Company or any of its Subsidiaries;
      (vii) there are no securities or instruments containing anti-dilution or
      similar provisions that will be triggered by the issuance of the Securities;
      (viii) the Company does not have any stock appreciation rights or “phantom
      stock” plans or agreements or any similar plan or agreement; and (ix) the
      Company and its Subsidiaries have no liabilities or obligations required to
      be
      disclosed in the SEC Documents but not so disclosed in the SEC Documents, other
      than those incurred in the ordinary course of the Company’s or its Subsidiaries’
respective businesses and which, individually or in the aggregate, do not or
      would not have a Material Adverse Effect. The Company has furnished to Buyer
      true, correct and complete copies of the Company’s Articles of Incorporation, as
      amended and as in effect on the date hereof (the “Articles
      of Incorporation”),
      and
      the Company’s Bylaws, as amended and as in effect on the date hereof (the
“Bylaws”),
      and
      the terms of all securities convertible into, or exercisable or exchangeable
      for, shares of Common Stock and the material rights of the holders thereof
      in
      respect thereto. The SEC Documents, including the Company’s Annual Report for
      the fiscal year ended December 31, 2006 on Form 10-KSB as filed with the
      SEC on April 13, 2007, sets forth the shares of Common Stock owned
      beneficially or of record and Common Stock Equivalents (as defined below) held
      by each director and executive officer.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (s)  Indebtedness
      and Other Contracts.
      Except
      as disclosed in the SEC Documents, neither the Company nor any of its
      Subsidiaries (i) has any outstanding Indebtedness, (ii) is a party to
      any contract, agreement or instrument, the violation of which, or default under
      which, by the other party(ies) to such contract, agreement or instrument could
      reasonably be expected to result in a Material Adverse Effect, (iii) is in
      violation of any term of or in default under any contract, agreement or
      instrument relating to any Indebtedness, except where such violations and
      defaults would not result, individually or in the aggregate, in a Material
      Adverse Effect, or (iv) is a party to any contract, agreement or instrument
      relating to any Indebtedness, the performance of which, in the judgment of
      the
      Company’s officers, has or is expected to have a Material Adverse Effect. The
      SEC Documents provide a detailed description of the material terms of any such
      outstanding Indebtedness. For purposes of this Agreement: (x) “Indebtedness”
of
      any
      Person means, without duplication (A) all indebtedness for borrowed money,
      (B) all obligations issued, undertaken or assumed as the deferred purchase
      price of property or services, including (without limitation) “capital leases”
in accordance with generally accepted accounting principles (other than trade
      payables entered into in the ordinary course of business), (C) all
      reimbursement or payment obligations with respect to letters of credit, surety
      bonds and other similar instruments, (D) all obligations evidenced by
      notes, bonds, debentures or similar instruments, including obligations so
      evidenced incurred in connection with the acquisition of property, assets or
      businesses, (E) all indebtedness created or arising under any conditional
      sale or other title retention agreement, or incurred as financing, in either
      case with respect to any property or assets acquired with the proceeds of such
      indebtedness (even though the rights and remedies of the seller or bank under
      such agreement in the event of default are limited to repossession or sale
      of
      such property), (F) all monetary obligations under any leasing or similar
      arrangement which, in connection with generally accepted accounting principles,
      consistently applied for the periods covered thereby, is classified as a capital
      lease, (G) all indebtedness referred to in clauses (A) through (F)
      above secured by (or for which the holder of such Indebtedness has an existing
      right, contingent or otherwise, to be secured by) any mortgage, lien, pledge,
      charge, security interest or other encumbrance upon or in any property or assets
      (including accounts and contract rights) owned by any Person, even though the
      Person which owns such assets or property has not assumed or become liable
      for
      the payment of such indebtedness, and (H) all Contingent Obligations (as
      defined below) in respect of indebtedness or obligations of others of the kinds
      referred to in clauses (A) through (G) above; (y) “Contingent
      Obligation”
means,
      as to any Person, any direct or indirect liability, contingent or otherwise,
      of
      that Person with respect to any indebtedness, lease, dividend or other
      obligation of another Person if the primary purpose or intent of the Person
      incurring such liability, or the primary effect thereof, is to provide assurance
      to the obligee of such liability that such liability will be paid or discharged,
      or that any agreements relating thereto will be complied with, or that the
      holders of such liability will be protected (in whole or in part) against loss
      with respect thereto; and (z) “Person”
means
      an individual, a limited liability company, a partnership, a joint venture,
      a
      corporation, a trust, an unincorporated organization and a government or any
      department or agency thereof.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    (t)  Absence
      of Litigation.
      Except
      as set forth in the SEC Documents, there is no action, suit, proceeding or
      investigation before or by the Principal Market, any court, public board,
      government agency, self-regulatory organization or body pending or, to the
      knowledge of the Company, threatened against or affecting the Company or any
      of
      its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any
      of the Company’s or its Subsidiaries’ officers or directors, whether of a civil
      or criminal nature or otherwise.

     

    (u)  Insurance.
      The
      Company and each of its Subsidiaries are insured by insurers of recognized
      financial responsibility against such losses and risks and in such amounts
      as
      management of the Company believes to be prudent and customary in the businesses
      in which the Company and its Subsidiaries are engaged. Neither the Company
      nor
      any such Subsidiary has been refused any insurance coverage sought or applied
      for and neither the Company nor any such Subsidiary has any reason to believe
      that it will not be able to renew its existing insurance coverage as and when
      such coverage expires or to obtain similar coverage from similar insurers as
      may
      be necessary to continue its business at a cost that would not have a Material
      Adverse Effect.

     

    (v)  Employee
      Relations.
      (i)
      Neither
      the Company nor any of its Subsidiaries is a party to any collective bargaining
      agreement or employs any member of a union. The Company and its Subsidiaries
      believe that their relations with their employees are good. No executive officer
      of the Company or any of its Subsidiaries has notified the Company or any such
      Subsidiary that such officer intends to leave the Company or any such Subsidiary
      or otherwise terminate such officer’s employment with the Company or any such
      Subsidiary. To the knowledge of the Company, no executive officer of the Company
      or any of its Subsidiaries is, or is now expected to be, in violation of any
      material term of any employment contract, confidentiality, disclosure or
      proprietary information agreement, non-competition agreement, or any other
      contract or agreement or any restrictive covenant, and the continued employment
      of each such executive officer does not subject the Company or any of its
      Subsidiaries to any liability with respect to any of the foregoing
      matters.

     

    (ii) The
      Company and its Subsidiaries are in compliance with all federal, state, local
      and foreign laws and regulations respecting labor, employment and employment
      practices and benefits, terms and conditions of employment and wages and hours,
      except where failure to be in compliance would not, either individually or
      in
      the aggregate, reasonably be expected to result in a Material Adverse
      Effect.

     

    (w)  Title.
      Except
      as disclosed in the SEC Documents, the Company and its Subsidiaries have good
      and marketable title in fee simple to all real property and good and marketable
      title to all personal property owned by them which is material to the business
      of the Company and its Subsidiaries, in each case free and clear of all liens,
      encumbrances and defects except such as do not materially affect the value
      of
      such property and do not interfere with the use made and proposed to be made
      of
      such property by the Company and any of its Subsidiaries. Any real property
      and
      facilities held under lease by the Company and any of its Subsidiaries are
      held
      by them under valid, subsisting and enforceable leases with such exceptions
      as
      are not material and do not interfere with the use made and proposed to be
      made
      of such property and buildings by the Company and its Subsidiaries.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    (x)  Intellectual
      Property Rights.
      The
      Company and its Subsidiaries own or possess adequate rights or licenses to
      use
      all trademarks, service marks and all applications and registrations therefor,
      trade names, patents, patent rights, copyrights, original works of authorship,
      inventions, licenses, approvals, governmental authorizations, trade secrets
      and
      other intellectual property rights (“Intellectual
      Property Rights”)
      necessary to conduct their respective businesses as now conducted. None of
      the
      Company’s registered, or applied for, Intellectual Property Rights have expired
      or terminated or have been abandoned, or are expected to expire or terminate
      or
      expected to be abandoned, within three years from the date of this Agreement.
      The Company does not have any knowledge of any infringement by the Company
      or
      its Subsidiaries of Intellectual Property Rights of others. There is no claim,
      action or proceeding being made or brought, or to the knowledge of the Company,
      being threatened, against the Company or any of its Subsidiaries regarding
      its
      Intellectual Property Rights. The Company is unaware of any facts or
      circumstances which might give rise to any of the foregoing infringements or
      claims, actions or proceedings. The Company and its Subsidiaries have taken
      reasonable security measures to protect the secrecy, confidentiality and value
      of all of their Intellectual Property Rights.

     

    (y)  Environmental
      Laws.
      The
      Company and its Subsidiaries (i) are in compliance with any and all
      Environmental Laws (as hereinafter defined), (ii) have received all
      permits, licenses or other approvals required of them under applicable
      Environmental Laws to conduct their respective businesses and (iii) are in
      compliance with all terms and conditions of any such permit, license or approval
      where, in each of the foregoing clauses (i), (ii) and (iii), the failure to
      so comply could be reasonably expected to have, individually or in the
      aggregate, a Material Adverse Effect. The term “Environmental
      Laws”
means
      all federal, state, local or foreign laws relating to pollution or protection
      of
      human health or the environment (including, without limitation, ambient air,
      surface water, groundwater, land surface or subsurface strata), including,
      without limitation, laws relating to emissions, discharges, releases or
      threatened releases of chemicals, pollutants, contaminants, or toxic or
      hazardous substances or wastes (collectively, “Hazardous
      Materials”)
      into
      the environment, or otherwise relating to the manufacture, processing,
      distribution, use, treatment, storage, disposal, transport or handling of
      Hazardous Materials, as well as all authorizations, codes, decrees, demands
      or
      demand letters, injunctions, judgments, licenses, notices or notice letters,
      orders, permits, plans or regulations issued, entered, promulgated or approved
      thereunder.

     

    (z)  Subsidiary
      Rights.
      The
      Company or one of its Subsidiaries has the unrestricted right to vote, and
      (subject to limitations imposed by applicable law) to receive dividends and
      distributions on, all capital securities of its Subsidiaries as owned by the
      Company or such Subsidiary.

     

    (aa)  Investment
      Company.
      The
      Company is not, and upon consummation of the sale of the Securities will not
      be,
      an “investment company”, a company controlled by an “investment company” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an
“investment company” as such terms are defined in the Investment Company Act of
      1940, as amended.

     

    
      
        
        

      

      
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    (bb)  Tax
      Status.
      The
      Company and each of its Subsidiaries (i) has made or filed all foreign,
      federal and state income and all other tax returns, reports and declarations
      required by any jurisdiction to which it is subject, (ii) has paid all
      taxes and other governmental assessments and charges that are material in
      amount, shown or determined to be due on such returns, reports and declarations,
      except those being contested in good faith and (iii) has set aside on its
      books provision reasonably adequate for the payment of all taxes for periods
      subsequent to the periods to which such returns, reports or declarations apply.
      There are no unpaid taxes in any material amount claimed to be due by the taxing
      authority of any jurisdiction, and the officers of the Company know of no basis
      for any such claim.

     

    (cc)  Internal
      Accounting and Disclosure Controls.
      The
      Company and each of its Subsidiaries maintain a system of internal accounting
      controls sufficient to provide reasonable assurance that (i) transactions
      are executed in accordance with management’s general or specific authorizations,
      (ii) transactions are recorded as necessary to permit preparation of
      financial statements in conformity with generally accepted accounting principles
      and to maintain asset and liability accountability, (iii) access to assets
      or incurrence of liabilities is permitted only in accordance with management’s
      general or specific authorization and (iv) the recorded accountability for
      assets and liabilities is compared with the existing assets and liabilities
      at
      reasonable intervals and appropriate action is taken with respect to any
      difference. The Company maintains disclosure controls and procedures (as such
      term is defined in Rule 13a-14 under the 1934 Act) that are effective in
      ensuring that information required to be disclosed by the Company in the reports
      that it files or submits under the 1934 Act is recorded, processed, summarized
      and reported, within the time periods specified in the rules and forms of the
      SEC, including, without limitation, controls and procedures designed in to
      ensure that information required to be disclosed by the Company in the reports
      that it files or submits under the 1934 Act is accumulated and communicated
      to
      the Company’s management, including its principal executive officer or officers
      and its principal financial officer or officers, as appropriate, to allow timely
      decisions regarding required disclosure. Since December 31, 2006, neither
      the Company nor any of its Subsidiaries have received any notice or
      correspondence from any accountant identifying a material weakness in any part
      of the system of internal accounting controls of the Company or any of its
      Subsidiaries which is not specified in the Company’s Annual Report on
      Form 10-KSB for the fiscal year ended December 31, 2006.

     

    (dd)  Off
      Balance Sheet Arrangements.
      There
      is no transaction, arrangement, or other relationship between the Company and
      an
      unconsolidated or other off balance sheet entity that is required to be
      disclosed by the Company in its 1934 Act filings and is not so disclosed or
      that
      otherwise would be reasonably likely to have a Material Adverse
      Effect.

     

    (ee)  Ranking
      of Note.
      Except
      for Indebtedness to the Buyer, no Indebtedness of the Company is senior to
      or
      ranks pari
      passu
      with the
      Note in right of payment, whether with respect of payment of redemptions,
      interest, damages or upon liquidation or dissolution or otherwise.

     

    (ff)  Transfer
      Taxes.
      On the
      Closing Date, all stock transfer or other taxes (other than income or similar
      taxes) which are required to be paid in connection with the sale and transfer
      of
      the Securities to be sold to Buyer hereunder will be, or will have been, fully
      paid or provided for by the Company, and all laws imposing such taxes will
      be or
      will have been complied with.

     

    
      
        
        

      

      
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    (gg)  Manipulation
      of Price.
      The
      Company has not, and to its knowledge no one acting on its behalf has,
      (i) taken, directly or indirectly, any action designed to cause or to
      result in the stabilization or manipulation of the price of any security of
      the
      Company to facilitate the sale or resale of any of the Securities,
      (ii) sold, bid for, purchased, or paid any compensation for soliciting
      purchases of, any of the Securities, or (iii) paid or agreed to pay to any
      person any compensation for soliciting another to purchase any other securities
      of the Company.

     

    (hh)  U.S.
      Real Property Holding Corporation.
      The
      Company is not, nor has ever been, a U.S. real property holding corporation
      within the meaning of Section 897 of the Internal Revenue Code of 1986, as
      amended, and the Company shall so certify upon Buyer’s request.

     

    (ii)  Disclosure.
      The
      Company confirms that neither it nor any other Person acting on its behalf
      has
      provided Buyer or their agents or counsel with any information that constitutes
      material, nonpublic information concerning the Company or its Subsidiaries
      other
      than the existence of the transactions contemplated by this Agreement or the
      other Transaction Documents. The Company understands and confirms that Buyer
      will rely on the foregoing representations in effecting transactions in
      securities of the Company. All disclosure provided to Buyer regarding the
      Company, its business and the transactions contemplated hereby, including the
      Schedules to this Agreement, furnished by or on behalf of the Company is true
      and correct and does not contain any untrue statement of a material fact or
      omit
      to state any material fact necessary in order to make the statements made
      therein, in the light of the circumstances under which they were made, not
      misleading. Each press release issued by the Company or any of its Subsidiaries
      during the twelve (12) months preceding the date of this Agreement did not
      at
      the time of release contain any untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading. No event or circumstance has occurred or information
      exists with respect to the Company or any of its Subsidiaries or its or their
      business, properties, prospects, operations or financial conditions, which,
      under applicable law, rule or regulation, requires public disclosure or
      announcement by the Company but which has not been so publicly announced or
      disclosed.

     

    (jj)  INII.
      Notwithstanding the exclusion of INII as a “Subsidiary” for purposes of this
      Agreement, the Company hereby represents and warrants, and the Buyer hereby
      acknowledges, that INII has incurred significant corporate tax liabilities
      (the
“INII
      Tax Liability”)
      which
      has resulted in the imposition of certain tax liens (the “INII
      Tax Liens”)
      as
      disclosed in the audited financial statements of INII attached to this Agreement
      as Exhibit
      I.
      Furthermore, the Company hereby represents and warrants and the Buyer
      acknowledges that INII has also incurred significant pre-receivership vendor
      debt (the “INII
      Vendor Debt”)
      which,
      together with the INII Tax Liability, is estimated by the Company to be
      approximately Cdn $3,000,000. Such INII Vendor Debt is also disclosed in the
      audited financial statements of INII attached to this Agreement as Exhibit
      I.
      The
      Company represents and warrants that, to the best of its knowledge after due
      inquiry with legal counsel and assuming the Company purchases the INII Secured
      Note, upon a foreclosure of INII’s assets by the Company under applicable
      Canadian law and the value of INII’s assets is less than the obligations owed
      under the INII Secured Note, the Company would likely acquire INII’s assets free
      of the INII Tax Liability and the INII Vendor Debt. For purposes of this
      Agreement, the term “INII
      Secured Note”
means
      that certain Convertible Promissory Note, dated March 31, 2004, originally
      issued to Nesracorp Inc. (under its former name Interactive Nutrition, Inc.)
      jointly by Bio-One Corporation and INII in the principal amount of $15,000,000
      (as such note may be amended from time to time), which note is simultaneous
      herewith being purchased by the Company. The current outstanding balance of
      principal and accrued and unpaid interest (through the date hereof) under the
      INII Secured Note is approximately $11,375,500.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    4.  COVENANTS.

     

    (a)  Best
      Efforts.
      Each
      party shall use its best efforts timely to satisfy each of the conditions to
      be
      satisfied by it as provided in Sections 6 and 7 of this
      Agreement.

     

    (b)  Form D
      and Blue Sky.
      The
      Company agrees to file a Form D with respect to the Securities as required
      under Regulation D and to provide a copy thereof to Buyer promptly after
      such filing. The Company shall, on or before the Closing Date, take such action
      as the Company shall reasonably determine is necessary in order to obtain an
      exemption for or to qualify the Securities for sale to Buyer at the Closing
      pursuant to this Agreement under applicable securities or Blue Sky laws of
      the
      states of the United States (or to obtain an exemption from such qualification),
      and shall provide evidence of any such action so taken to Buyer on or prior
      to
      the Closing Date. The Company shall make all filings and reports relating to
      the
      offer and sale of the Securities required under applicable securities or Blue
      Sky laws of the states of the United States following the Closing
      Date.

     

    (c)  Reporting
      Status.
      Until
      the date on which the Investor (as defined in the Registration Rights Agreement)
      shall have sold all the Conversion Shares and Warrant Shares and the Note or
      Warrant are not outstanding (the “Reporting
      Period”),
      the
      Company shall file all reports required to be filed with the SEC pursuant to
      the
      1934 Act, and the Company shall not terminate its status as an issuer required
      to file reports under the 1934 Act even if the 1934 Act or the rules and
      regulations thereunder would otherwise permit such termination.

     

    (d)  Use
      of
      Proceeds.
      The
      Company will use the proceeds from the sale of the Securities to purchase the
      INII Secured Note and for general corporate and for working capital purposes,
      provided, however, that the Company may not use the proceeds from the sale
      of
      the Securities for (i) the repayment of any other outstanding Indebtedness
      of the Company or any of its Subsidiaries, other than trade payables incurred
      in
      the ordinary course of business, or (ii) the redemption or repurchase of
      any of its or its Subsidiaries’ equity securities.

     

    (e)  Financial
      Information.
      The
      Company agrees to send the following to each Investor (as defined in the
      Registration Rights Agreement) during the Reporting Period (i) unless the
      following are filed with the SEC through EDGAR and are available to the public
      through the EDGAR system, within one (1) Business Day (as defined below) after
      the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K
      or 10-KSB, any interim reports or any consolidated balance sheets, income
      statements, stockholders’ equity statements and/or cash flow statements for any
      period other than annual, any Current Reports on Form 8-K and any
      registration statements (other than on Form S-8) or amendments filed
      pursuant to the 1933 Act, (ii) on the same day as the release thereof, if
      not publicly filed, facsimile or e-mailed copies of all press releases issued
      by
      the Company or any of its Subsidiaries, and (iii) copies of any notices and
      other information made available or given to the stockholders of the Company
      generally, contemporaneously with the making available or giving thereof to
      the
      stockholders. As used herein, “Business
      Day”
means
      any day other than Saturday, Sunday or other day on which commercial banks
      in
      The City of Newark, New Jersey are authorized or required by law to remain
      closed.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    (f)  Listing.
      Upon
      request from time to time from Buyer, the Company shall promptly secure the
      listing of all of the Registrable Securities (as defined in the Registration
      Rights Agreement) upon each national securities exchange and automated quotation
      system, if any, upon which the Common Stock is then listed (subject to official
      notice of issuance) and shall maintain such listing of all Registrable
      Securities from time to time issuable under the terms of the Transaction
      Documents. The Company shall maintain the authorization of the Common Stock
      for
      quotation on the Principal Market. Neither the Company nor any of its
      Subsidiaries shall take any action which would be reasonably expected to result
      in the delisting or suspension of the Common Stock on the Principal Market.
      The
      Company shall pay all fees and expenses in connection with satisfying its
      obligations under this Section 4(f).

     

    (g)  Fees.
      The
      Company shall be responsible for the payment of any placement agent’s fees,
      financial advisory fees, or brokers’ commissions (other than for persons engaged
      by Buyer or its investment advisor) relating to or arising out of the
      transactions contemplated hereby. The Company shall pay, and hold Buyer harmless
      against, any liability, loss or expense (including, without limitation,
      reasonable attorney’s fees and out-of-pocket expenses) arising in connection
      with any claim against Buyer relating to any such payment. Except as otherwise
      set forth in the Transaction Documents, each party to this Agreement shall
      bear
      its own expenses in connection with the sale of the Securities to Buyer.
      Notwithstanding the foregoing, at the Closing the Company shall pay (i) the
      fees and expenses of each of Sonnenschein Nath & Rosenthal LLP, U.S. counsel
      to Buyer and Buyer’s Canadian counsel, incurred in connection with the
      transactions contemplated by this Agreement, (ii) to Buyer (or its
      designee) a non-refundable commitment fee in the amount of ten percent (10%)
      of
      the face amount of the Note, and (iii) to Buyer a non-refundable fee in the
      amount of U.S. $75,000.00 to defray Buyer’s due diligence and other costs
      relating to the transactions contemplated by this Agreement. Buyer may satisfy
      any or all of the foregoing obligations at the Closing by withholding such
      amounts from the purchase price for the Note and Warrant otherwise payable
      to
      the Company at the Closing.

     

    (h)  Pledge
      of Securities.
      The
      Company acknowledges and agrees that the Securities may be pledged by an
      Investor (as defined in the Registration Rights Agreement) in connection with
      a
      bona fide margin agreement or other loan or financing arrangement that is
      secured by the Securities. The pledge of Securities shall not be deemed to
      be a
      transfer, sale or assignment of the Securities hereunder, and no Investor
      effecting a pledge of Securities shall be required to provide the Company with
      any notice thereof or otherwise make any delivery to the Company pursuant to
      this Agreement or any other Transaction Document, including, without limitation,
      Section 2(f) hereof; provided that an Investor and its pledgee shall be
      required to comply with the provisions of Section 2(f) hereof in order to
      effect a sale, transfer or assignment of Securities to such pledgee. The Company
      hereby agrees to execute and deliver such documentation as a pledgee of the
      Securities may reasonably request in connection with a pledge of the Securities
      to such pledgee by an Investor.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    (i)  Disclosure
      of Transactions and Other Material Information.
      On or
      before 8:30 a.m., EST, on the fourth (4th)
      Business Day following the date of this Agreement, the Company shall issue
      a
      press release and file a Current Report on Form 8-K describing the terms of
      the transactions contemplated by the Transaction Documents in the form required
      by the 1934 Act and attaching the material Transaction Documents (including,
      without limitation, this Agreement (and all schedules to this Agreement), the
      form of the Note, the form of Warrant and the form of the Registration Rights
      Agreement) as exhibits to such filing (including all attachments, the
“8-K
      Filing”).
      From
      and after the filing of the 8-K Filing with the SEC, Buyer shall not be in
      possession of any material, nonpublic information received from the Company,
      any
      of its Subsidiaries or any of its respective officers, directors, employees
      or
      agents, that is not disclosed in the 8-K Filing. The Company shall not, and
      shall cause each of its Subsidiaries and its and each of their respective
      officers, directors, employees and agents, not to, provide Buyer with any
      material, nonpublic information regarding the Company or any of its Subsidiaries
      from and after the filing of the 8-K Filing with the SEC without the express
      written consent of Buyer or as may be required under the terms of the
      Transaction Documents. If Buyer has, or believes it has, received any such
      material, nonpublic information regarding the Company or any of its
      Subsidiaries, it shall provide the Company with written notice thereof. The
      Company shall, within five (5) Trading Days (as defined in the Note) of receipt
      of such notice, make public disclosure of such material, nonpublic information.
      In the event of a breach of the foregoing covenant by the Company, any of its
      Subsidiaries, or any of its or their respective officers, directors, employees
      and agents, in addition to any other remedy provided herein or in the
      Transaction Documents, Buyer shall have the right to make a public disclosure,
      in the form of a press release, public advertisement or otherwise, of such
      material, nonpublic information without the prior approval by the Company,
      its
      Subsidiaries, or any of its or their respective officers, directors, employees
      or agents. Buyer shall have no liability to the Company, its Subsidiaries,
      or
      any of its or their respective officers, directors, employees, stockholders
      or
      agents for any such disclosure. Subject to the foregoing, neither the Company,
      its Subsidiaries nor Buyer shall issue any press releases or any other public
      statements with respect to the transactions contemplated hereby; provided,
      however, that the Company shall be entitled, without the prior approval of
      Buyer, to make any press release or other public disclosure with respect to
      such
      transactions (i) in substantial conformity with the 8-K Filing and
      contemporaneously therewith and (ii) as is required by applicable law and
      regulations (provided that in the case of clause (i) Buyer shall be
      consulted by the Company in connection with any such press release or other
      public disclosure prior to its release). Without the prior written consent
      of
      Buyer, neither the Company nor any of its Subsidiaries or affiliates shall
      disclose the name of Buyer in any filing, announcement, release or otherwise,
      unless such disclosure is required by law, regulation or the Principal
      Market.

     

    (j)  Restriction
      on Redemption and Cash Dividends.
      So long
      as the Note remains outstanding, the Company shall not, directly or indirectly,
      redeem, purchase or declare or pay any cash dividend or distribution on, any
      shares of its Common Stock or any other shares of its capital stock, without
      the
      prior express written consent of Buyer.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    (k)  Additional
      Notes; Variable Securities; Dilutive Issuances.
      So long
      as the Note remains outstanding, the Company will not issue any Note other
      than
      to Buyer as contemplated hereby and the Company shall not issue any other
      securities that would cause a breach or default under the Note. For so long
      as
      the Note or Warrant remain outstanding, the Company shall not, in any manner,
      issue or sell any rights, warrants or options to subscribe for or purchase
      Common Stock or directly or indirectly convertible into or exchangeable or
      exercisable for Common Stock at a price which varies or may vary with the market
      price of the Common Stock, including by way of one or more reset(s) to any
      fixed
      price (other than pursuant to antidilution provisions) unless the conversion,
      exchange or exercise price of any such security cannot be less than the then
      applicable Conversion Price (as defined in the Note) with respect to the Common
      Stock into which the Note is convertible or the then applicable Exercise Price
      (as defined in the Warrant) with respect to the Common Stock into which the
      Warrant is exercisable. For long as the Note or Warrant remain outstanding,
      the
      Company shall not, in any manner, enter into or affect any Dilutive Issuance
      (as
      defined in the Note) if the effect of such Dilutive Issuance is to cause the
      Company to be required to issue upon conversion of the Note or exercise of
      the
      Warrant any shares of Common Stock in excess of that number of shares of Common
      Stock which the Company may issue upon conversion of the Note and exercise
      of
      the Warrant without breaching the Company’s obligations under the rules or
      regulations of the Eligible Market (as defined in the Registration Rights
      Agreement).

     

    (l)  Corporate
      Existence.
      So long
      as the Note remains outstanding, the Company shall not be party to any
      Fundamental Transaction (as defined in the Note) unless the Company is in
      compliance with the applicable provisions governing Fundamental Transactions
      set
      forth in the Note and the Warrant.

     

    (m)  Reservation
      of Shares.
      So long
      as the Note or Warrant remain outstanding, the Company shall take all action
      necessary to at all times have authorized, and reserved for the purpose of
      issuance, no less than 130% of the number of shares of Common Stock issuable
      upon conversion of all of the Note and issuable upon exercise of the Warrant
      then outstanding (without taking into account any limitations on the conversion
      of the Note or exercise of the Warrant set forth in the Note and Warrant,
      respectively).

     

    (n)  Conduct
      of Business.
      The
      business of the Company and its Subsidiaries shall not be conducted in violation
      of any law, ordinance or regulation of any governmental entity, except where
      such violations would not result, either individually or in the aggregate,
      in a
      Material Adverse Effect.

     

    (o)  Additional
      Issuances of Securities.

     

    (i) For
      purposes of this Section 4(o), the following definitions shall
      apply.

     

    (1)  “Convertible
      Securities”
means
      any stock or securities (other than Options) convertible into or exercisable
      or
      exchangeable for shares of Common Stock.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    (2)  “Options”
means
      any rights, warrants or options to subscribe for or purchase shares of Common
      Stock or Convertible Securities.

     

    (3)  “Common
      Stock Equivalents”
means,
      collectively, Options and Convertible Securities.

     

    (ii) From
      the
      date the Company receives a Registration Request (as defined in the Registration
      Rights Agreement) until the date that is thirty (30) calendar days following
      the
      Effective Date (as defined in the Registration Rights Agreement), the Company
      will not, directly or indirectly, offer, sell (only if the sales price is less
      than the Conversion Price as defined in the Note), grant any option to purchase
      (only if the sales price is less than the Conversion Price as defined in the
      Note), or otherwise dispose of (or announce any offer, sale, grant or any option
      to purchase or other disposition of) any of its or its Subsidiaries’ equity or
      equity equivalent securities, including without limitation any debt, preferred
      stock or other instrument or security that is, at any time during its life
      and
      under any circumstances, convertible into or exchangeable or exercisable for
      shares of Common Stock or Common Stock Equivalents (any such offer, sale, grant,
      disposition or announcement being referred to as a “Subsequent
      Placement”).

     

    (iii) So
      long
      as the Note is outstanding, the Company will not, directly or indirectly, effect
      any Subsequent Placement unless the Company shall have first complied with
      this
      Section 4(o)(iii).

     

    (1)  The
      Company shall deliver to Buyer a written notice (the “Offer
      Notice”)
      of any
      proposed or intended issuance or sale or exchange (the “Offer”)
      of the
      securities being offered (the “Offered
      Securities”)
      in a
      Subsequent Placement, which Offer Notice shall (w) identify and describe
      the Offered Securities, (x) describe the price and other terms upon which
      they are to be issued, sold or exchanged, and the number or amount of the
      Offered Securities to be issued, sold or exchanged, (y) identify the
      persons or entities (if known) to which or with which the Offered Securities
      are
      to be offered, issued, sold or exchanged and (z) offer to issue and sell to
      or exchange with Buyer at least 50% of the Offered Securities (the “Basic
      Amount”).

     

    (2)  To
      accept
      an Offer, in whole or in part, Buyer must deliver a written notice to the
      Company prior to the end of the seventh (7th)
      Business Day after Buyer’s receipt of the Offer Notice (the “Offer
      Period”),
      setting forth the portion of Buyer’s Basic Amount that Buyer elects to purchase
      (the “Notice
      of Acceptance”).
      

     

    (3)  The
      Company shall have ten (10) Business Days from the expiration of the Offer
      Period above to (i) offer, issue, sell or exchange all or any part of such
      Offered Securities as to which a Notice of Acceptance has not been given by
      Buyer (the “Refused
      Securities”),
      but
      only to the offerees described in the Offer Notice (if so described therein)
      and
      only upon terms and conditions (including, without limitation, unit prices
      and
      interest rates) that are not more favorable to the acquiring person or persons
      or less favorable to the Company than those set forth in the Offer Notice and
      (ii) to publicly announce (a) the execution of such Subsequent
      Placement Agreement (as defined below), and (b) either (x) the
      consummation of the transactions contemplated by such Subsequent Placement
      Agreement or (y) the termination of such Subsequent Placement Agreement,
      which shall be filed with the SEC on a Current Report on Form 8-K with such
      Subsequent Placement Agreement and any documents contemplated therein filed
      as
      exhibits thereto (the “Offer 8-K”).
      In
      the event of a breach of the foregoing covenant by the Company, any of its
      Subsidiaries, or any of its or their respective officers, directors, employees
      and agents, in addition to any other remedy provided herein or in the
      Transaction Documents, Buyer shall have the right to make a public disclosure,
      in the form of a press release, public advertisement or otherwise, of such
      material, nonpublic information without the prior approval by the Company, its
      Subsidiaries, or any of its or their respective officers, directors, employees
      or agents. Buyer shall have no liability to the Company, its Subsidiaries,
      or
      any of its or their respective officers, directors, employees, stockholders
      or
      agents for any such disclosure.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    (4)  In
      the
      event the Company shall propose to sell less than all the Refused Securities
      (any such sale to be in the manner and on the terms specified in
      Section 4(o)(iii)(3) above), then Buyer may, at its sole option and in its
      sole discretion, reduce the number or amount of the Offered Securities specified
      in its Notice of Acceptance to an amount that shall be not less than the number
      or amount of the Offered Securities that Buyer elected to purchase pursuant
      to
      Section 4(o)(iii)(2) above multiplied by a fraction, (i) the numerator
      of which shall be the number or amount of Offered Securities the Company
      actually proposes to issue, sell or exchange (including Offered Securities
      to be
      issued or sold to Buyer pursuant to Section 4(o)(iii)(3) above prior to
      such reduction) and (ii) the denominator of which shall be the original
      amount of the Offered Securities. In the event that Buyer so elects to reduce
      the number or amount of Offered Securities specified in its Notice of
      Acceptance, the Company may not issue, sell or exchange more than the reduced
      number or amount of the Offered Securities unless and until such securities
      have
      again been offered to Buyer in accordance with Section 4(o)(iii)(1)
      above.

     

    (5)  Upon
      the
      closing of the issuance, sale or exchange of all or less than all of the Refused
      Securities, Buyer shall acquire from the Company, and the Company shall issue
      to
      Buyer, the number or amount of Offered Securities specified in the Notices
      of
      Acceptance, as reduced pursuant to Section 4(o)(iii)(3) above if Buyer have
      so elected, upon the terms and conditions specified in the Offer. The purchase
      by Buyer of any Offered Securities is subject in all cases to the preparation,
      execution and delivery by the Company and Buyer of a purchase agreement relating
      to such Offered Securities reasonably satisfactory in form and substance to
      Buyer and its counsel.

     

    (6)  Any
      Offered Securities not acquired by Buyer or other persons in accordance with
      Section 4(o)(iii)(3) above may not be issued, sold or exchanged until they
      are again offered to Buyer under the procedures specified in this
      Agreement.

     

    (iv) The
      restrictions contained in subsections (ii) and (iii) of this Section 4(o)
      shall not apply in connection with the issuance of any Excluded Securities
      (as
      defined in the Note).

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

    (p)  Additional
      Registration Statements.
      Until
      the Effective Date (as defined in the Registration Rights Agreement), the
      Company will not file a registration statement under the 1933 Act relating
      to
      securities that are not the Securities, other than Excluded Securities (as
      defined in the Note).

     

    (q)  Lock-Up
      Agreements.
      The
      Company shall not amend, waive or modify the Lock-Up Agreements without the
      written consent of Buyer.

     

    5.  REGISTER;
      TRANSFER AGENT INSTRUCTIONS.

     

    (a)  Register.
      The
      Company shall maintain at its principal executive offices (or such other office
      or agency of the Company as it may designate by notice to each holder of
      Securities), a register for the Note and the Warrant in which the Company shall
      record the name and address of the Person in whose name the Note and the Warrant
      have been issued (including the name and address of each transferee), the
      principal amount of Note held by such Person, the number of Conversion Shares
      issuable upon conversion of the Note and the number of Warrant Shares issuable
      upon exercise of the Warrant held by such Person. The Company shall keep the
      register open and available at all times during business hours for inspection
      of
      Buyer or its legal representatives upon reasonable notice.

     

    (b)  Transfer
      Agent Instructions.
      The
      Company shall issue irrevocable instructions to its transfer agent, and any
      subsequent transfer agent, to issue certificates or credit shares to the
      applicable balance accounts at The Depository Trust Company (“DTC”),
      registered in the name of Buyer or its nominee(s), for the Conversion Shares
      and
      the Warrant Shares issued at the Closing or upon conversion of the Note or
      exercise of the Warrant in such amounts as specified from time to time by Buyer
      to the Company upon conversion of the Note or exercise of the Warrant in the
      form of Exhibit D
      attached
      hereto (the “Irrevocable
      Transfer Agent Instructions”).
      The
      Company warrants that no instruction other than the Irrevocable Transfer Agent
      Instructions referred to in this Section 5(b), and stop transfer
      instructions to give effect to Section 2(g) hereof, will be given by the
      Company to its transfer agent, and that the Securities shall otherwise be freely
      transferable on the books and records of the Company as and to the extent
      provided in this Agreement and the other Transaction Documents. Upon a
      Registration Event or if Buyer effects a sale, assignment or transfer of the
      Securities in accordance with Section 2(f), the Company shall promptly
      instruct its transfer agent to issue one or more certificates or credit shares
      to the applicable balance accounts at DTC in such name and in such denominations
      as specified by Buyer to effect such sale, transfer or assignment and, with
      respect to any transfer, shall permit the transfer. In the event that a
      Registration Event has occurred or such sale, assignment or transfer involves
      Conversion Shares or Warrant Shares sold, assigned or transferred pursuant
      to an
      effective registration statement or pursuant to Rule 144, the transfer
      agent shall issue such Securities to Buyer, assignee or transferee, as the
      case
      may be, without any restrictive legend. The Company acknowledges that a breach
      by it of its obligations hereunder will cause irreparable harm to Buyer.
      Accordingly, the Company acknowledges that the remedy at law for a breach of
      its
      obligations under this Section 5(b) will be inadequate and agrees, in the
      event of a breach or threatened breach by the Company of the provisions of
      this
      Section 5(b), that Buyer shall be entitled, in addition to all other
      available remedies, to an order and/or injunction restraining any breach and
      requiring immediate issuance and transfer, without the necessity of showing
      economic loss and without any bond or other security being
      required.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    6.  CONDITIONS
      TO THE COMPANY’S OBLIGATION TO SELL.

     

    Closing
      Date.
      The
      obligation of the Company hereunder to issue and sell the Note and the related
      Warrant to Buyer at the Closing is subject to the satisfaction, at or before
      the
      Closing Date, of each of the following conditions, provided that these
      conditions are for the Company’s sole benefit and may be waived by the Company
      at any time in its sole discretion by providing Buyer with prior written notice
      thereof:

     

    (a) Buyer
      shall have executed each of the Transaction Documents to which it is a party
      and
      delivered the same to the Company.

     

    (b) Buyer
      shall have delivered to the Company the Purchase Price for the Note and the
      related Warrant being purchased by Buyer at the Closing by wire transfer of
      immediately available funds pursuant to the wire instructions provided by the
      Company.

     

    (c) The
      representations and warranties of Buyer shall be true and correct in all
      material respects (except for those representations and warranties that are
      qualified by materiality or Material Adverse Effect, which shall be true and
      correct in all respects) as of the date when made and as of the Closing Date
      as
      though made at that time (except for representations and warranties that speak
      as of a specific date, which shall be true and correct as of such specific
      date), and Buyer shall have performed, satisfied and complied in all material
      respects with the covenants, agreements and conditions required by this
      Agreement to be performed, satisfied or complied with by Buyer at or prior
      to
      the Closing Date.

     

    (d) The
      Company and Buyer shall have entered into a Waiver substantially in the form
      of
Exhibit
      J
      hereto.

     

    7.  CONDITIONS
      TO BUYER’S OBLIGATION TO PURCHASE.

     

    Closing
      Date.
      The
      obligation of Buyer hereunder to purchase the Note and the related Warrant
      at
      the Closing is subject to the satisfaction, at or before the Closing Date,
      of
      each of the following conditions, provided that these conditions are for Buyer’s
      sole benefit and may be waived by Buyer at any time in its sole discretion
      by
      providing the Company with prior written notice thereof:

     

    (a) (i) The
      Company shall have entered into a security agreement and a pledge agreement
      with
      Buyer in forms satisfactory to Buyer, and (ii) INII shall have entered into
      a security agreement and a guaranty with Buyer in forms satisfactory to
      Buyer.

     

    (b) The
      Company shall have duly executed and delivered to Buyer (i) each of the
      Transaction Documents and (ii) the Note, being purchased by Buyer at the
      Closing pursuant to this Agreement, and (iii) the Warrant being purchased
      by Buyer at the Closing pursuant to this Agreement.

     

    (c) Buyer
      shall have received the opinion of counsel of Kirkpatrick & Lockhart Preston
      Gates Ellis LLP, dated as of the Closing Date, in substantially the form of
      Exhibit E
      attached
      hereto.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

    (d) The
      Company shall have delivered to Buyer a copy of the Irrevocable Transfer Agent
      Instructions, in the form of Exhibit D
      attached
      hereto, which instructions shall have been delivered to and acknowledged in
      writing by the Company’s transfer agent.

     

    (e) The
      Company shall have delivered to Buyer a true copy of a certificate evidencing
      the formation and good standing of the Company and each of its Subsidiaries
      in
      such entity’s jurisdiction of formation issued by the Secretary of State (or
      comparable office) of such jurisdiction, as of a date within fifteen (15)
      Business Days prior to the Closing Date.

     

    (f) The
      Company shall have delivered to Buyer a true copy of a certificate evidencing
      the Company’s qualification as a foreign corporation and good standing issued by
      the Secretary of State (or comparable office) of each jurisdiction in which
      the
      Company conducts business, as of a date within fifteen (15) Business Days prior
      to the Closing Date.

     

    (g) The
      Company shall have delivered to Buyer a certified copy of the Articles of
      Incorporation as certified by the Secretary of State of the State of Nevada
      within five (5) Business Days prior to the Closing Date.

     

    (h) The
      Company shall have delivered to Buyer a certificate, executed by the Secretary
      of the Company and dated as of the Closing Date, as to (i) the resolutions
      consistent with Section 3(b) as adopted by the Board in a form reasonably
      acceptable to Buyer, (ii) the Articles of Incorporation and (iii) the
      Bylaws, each as in effect at the Closing, in the form attached hereto as
Exhibit F.

     

    (i) The
      representations and warranties of the Company shall be true and correct in
      all
      material respects (except for those representations and warranties that are
      qualified by materiality or Material Adverse Effect, which shall be true and
      correct in all respects) as of the date when made and as of the Closing Date
      as
      though made at that time (except for representations and warranties that speak
      as of a specific date, which shall be true and correct as of such specific
      date)
      and the Company shall have performed, satisfied and complied in all material
      respects with the covenants, agreements and conditions required by the
      Transaction Documents to be performed, satisfied or complied with by the Company
      at or prior to the Closing Date. Buyer shall have received a certificate,
      executed by the Chief Executive Officer of the Company, dated as of the Closing
      Date, to the foregoing effect and as to such other matters as may be reasonably
      requested by Buyer in the form attached hereto as Exhibit G.

     

    (j) The
      Company shall have delivered to Buyer a letter from the Company’s transfer agent
      certifying the number of shares of Common Stock outstanding as of a date within
      five (5) days prior to the Closing Date.

     

    (k) The
      Common Stock (I) shall be designated for quotation or listed on the
      Principal Market and (II) shall not have been suspended, as of the Closing
      Date, by the SEC or the Principal Market from trading on the Principal Market
      nor shall suspension by the SEC or the Principal Market have been threatened,
      as
      of the Closing Date, either (A) in writing by the SEC or the Principal
      Market or (B) by falling below the minimum listing maintenance requirements
      of the Principal Market.

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

    (l) The
      Company shall have obtained all governmental, regulatory or third party consents
      and approvals, if any, necessary for the sale of the Securities.

     

    (m) Buyer
      shall have received lock-up agreements in the form attached hereto as
Exhibit H
      (the
“Lock-Up
      Agreements”),
      duly
      executed and delivered by the senior management of the Company (collectively,
      “Management”),
      which
      limits the rights of Management to sell or transfer Common Stock of the Company
      until the Note is repaid in full.

     

    (n) That
      certain secured convertible debenture (the “Cornell
      Debenture”),
      dated
      September 9, 2005, issued by the Company to Buyer (as filed within the SEC
      as Exhibit 99.4 to the Company’s Current Report on Form 8-K on
      September 13, 2005) shall have been amended in a form satisfactory to
      Buyer, including extending the maturity date thereof to June 1,
      2012.

     

    (o) The
      Company shall have entered into (i) an Employment Agreement with Fred Zeidman
      and (ii) an Agreement with Timothy J. Connolly an individual, relating to the
      payment to Turnaround
      Partners, Inc., an affiliate of the Company, of
      shares
      of
      common stock of INII representing ten percent (10%) of the common stock of
      INII
      outstanding as of the date of this Agreement,
      in each
      case in a form acceptable to Buyer and subject to any additional conditions
      agreed to in advance by the parties hereto.

     

    (p) The
      Company shall have delivered to Buyer such other documents relating to the
      transactions contemplated by this Agreement as Buyer or its counsel may
      reasonably request.

     

    8.  TERMINATION.
      In the
      event that the Closing shall not have occurred with respect to Buyer on or
      before five (5) Business Days from the date hereof due to the Company’s or
      Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7
      above (and the nonbreaching party’s failure to waive such unsatisfied
      condition(s)), the nonbreaching party shall have the option to terminate this
      Agreement with respect to such breaching party at the close of business on
      such
      date without liability of any party to any other party; provided, however,
      that
      if this Agreement is terminated pursuant to this Section 8, due to the
      failure of the Company to satisfy the conditions to Closing set forth in
      Section 7, the Company shall remain obligated to reimburse the
      non-breaching Buyer for its expenses described in Section 4(g)
      above.

     

    9.  MISCELLANEOUS.

     

    (a)  Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of New
      Jersey, without giving effect to any choice of law or conflict of law provision
      or rule (whether of the State of New Jersey or any other jurisdictions) that
      would cause the application of the laws of any jurisdictions other than the
      State of New Jersey. Each party hereby irrevocably submits to the exclusive
      jurisdiction of the Superior Court of New Jersey, sitting in Hudson County
      and
      the United States District Court for the District of New Jersey sitting in
      Newark, New Jersey for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is brought
      in an inconvenient forum or that the venue of such suit, action or proceeding
      is
      improper. Each party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Agreement and agrees that such service shall constitute good and sufficient
      service of process and notice thereof. Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by law.
      EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

    (b)  Counterparts.
      This
      Agreement may be executed in two (2) or more identical counterparts, all of
      which shall be considered one and the same agreement and shall become effective
      when counterparts have been signed by each party and delivered to the other
      party; provided that a facsimile signature shall be considered due execution
      and
      shall be binding upon the signatory thereto with the same force and effect
      as if
      the signature were an original, not a facsimile signature.

     

    (c)  Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    (d)  Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    (e)  Entire
      Agreement; Amendments.
      This
      Agreement and the other Transaction Documents supersede all other prior oral
      or
      written agreements between Buyer, the Company, their affiliates and Persons
      acting on their behalf with respect to the matters discussed herein, and this
      Agreement, the other Transaction Documents and the instruments referenced herein
      and therein contain the entire understanding of the parties with respect to
      the
      matters covered herein and therein and, except as specifically set forth herein
      or therein, neither the Company nor Buyer makes any representation, warranty,
      covenant or undertaking with respect to such matters. No provision of this
      Agreement may be amended other than by an instrument in writing signed by the
      Company and Buyer, and any amendment to this Agreement made in conformity with
      the provisions of this Section 9(e) shall be binding on Buyer and all
      holders of Securities, as applicable. No provision hereof may be waived other
      than by an instrument in writing signed by the party against whom enforcement
      is
      sought. The Company has not, directly or indirectly, made any agreements with
      Buyer relating to the terms or conditions of the transactions contemplated
      by
      the Transaction Documents except as set forth in the Transaction Documents.
      Without limiting the foregoing, the Company confirms that, except as set forth
      in this Agreement, Buyer has not made any commitment or promise or has any
      other
      obligation to provide any financing to the Company or otherwise.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

    (f)  Notices.
      Any
      notices, consents, waivers or other communications required or permitted to
      be
      given under the terms of this Agreement must be in writing and will be deemed
      to
      have been delivered: (i) upon receipt, when delivered personally;
      (ii) upon receipt, when sent by facsimile (provided confirmation of
      transmission is mechanically or electronically generated and kept on file by
      the
      sending party); or (iii) one Business Day after deposit with an overnight
      courier service, in each case properly addressed to the party to receive the
      same. The addresses and facsimile numbers for such communications shall
      be:

     

    If
      to the
      Company:


     

        Natural
      Nutrition, Inc.

        109
      North
      Post Oak Lane, Suite 422

                        Houston,
      Texas
      77024

                        Telephone:
      (713) 621-2737

                        Facsimile:
      (713) 586-6678

                        Attention:
      Timothy J.
      Connolly, Chief Executive Officer

     

    Copy
      to:

     

        Kirkpatrick
      & Lockhart Preston Gates Ellis LLP

                        201
      S. Biscayne
      Blvd., Suite 2000

                        Miami,
      FL
      33131-2399

                        Telephone:
      (305) 539-3300

                        Facsimile:
      (305) 358-7095

                        Attention:
      Clayton E.
      Parker, Esq.

     

    If
      to the
      Transfer Agent:

     

        Worldwide
      Stock Transfer, LLC

                        855
      Queen Anne
      Road

                        Teaneck,
      NJ
      07666

                        Telephone:
      (201) 357-8650

                        Facsimile:
      (201) 357-8648

                        Attention:
      Yonah J.
      Kopstick

     

    If
      to
      Buyer, to its address and facsimile number set forth below its signature to
      this
      Agreement, 

     

    with
      a
      copy (for informational purposes only) to:


     

        Sonnenschein
      Nath & Rosenthal, LLP

                        101
      JFK
      Parkway

                        Short
      Hills, New
      Jersey 07078

                        Telephone:
      (973) 912-7173

                        Facsimile:(973) 912-7199

                        Attention:
      John L.
      Cleary II, Esq.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

    or
      to
      such other address and/or facsimile number and/or to the attention of such
      other
      Person as the recipient party has specified by written notice given to each
      other party five (5) days prior to the effectiveness of such change. Written
      confirmation of receipt (A) given by the recipient of such notice, consent,
      waiver or other communication, (B) mechanically or electronically generated
      by the sender’s facsimile machine containing the time, date, recipient facsimile
      number and an image of the first page of such transmission or (C) provided
      by an overnight courier service shall be rebuttable evidence of personal
      service, receipt by facsimile or receipt from an overnight courier service
      in
      accordance with clause (i), (ii) or (iii) above, respectively.

     

    (g)  Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns, including any purchasers of the Note
      or
      the Warrant. The Company shall not assign this Agreement or any rights or
      obligations hereunder without the prior written consent of Buyer (unless the
      Company is in compliance with the applicable provisions governing Fundamental
      Transactions set forth in the Note and the Warrant). Buyer may assign some
      or
      all of its rights hereunder without the consent of the Company, in which event
      such assignee shall be deemed to be Buyer hereunder with respect to such
      assigned rights.

     

    (h)  No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    (i)  Survival.
      Unless
      this Agreement is terminated under Section 8, the representations and
      warranties of the Company and Buyer contained in Sections 2 and 3 and the
      agreements and covenants set forth in Sections 4, 5 and 9 shall survive the
      Closing and the delivery and exercise of Securities, as applicable. Buyer shall
      be responsible only for its own representations, warranties, agreements and
      covenants hereunder.

     

    (j)  Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    (k)  Indemnification.
      In
      consideration of Buyer’s execution and delivery of the Transaction Documents and
      acquiring the Securities thereunder and in addition to all of the Company’s
      other obligations under the Transaction Documents, the Company shall defend,
      protect, indemnify and hold harmless Buyer and each other holder of the
      Securities and all of their stockholders, partners, members, officers,
      directors, employees and direct or indirect investors and any of the foregoing
      Persons’ agents or other representatives (including, without limitation, those
      retained in connection with the transactions contemplated by this Agreement)
      (collectively, the “Indemnitees”)
      from
      and against any and all actions, causes of action, suits, claims, losses, costs,
      penalties, fees, liabilities and damages, and expenses in connection therewith
      (irrespective of whether any such Indemnitee is a party to the action for which
      indemnification hereunder is sought), and including reasonable attorneys’ fees
      and disbursements (the “Indemnified
      Liabilities”),
      incurred by any Indemnitee as a result of, or arising out of, or relating to
      (a) any misrepresentation or breach of any representation or warranty made
      by the Company in the Transaction Documents or any other certificate, instrument
      or document contemplated hereby or thereby, (b) any breach of any covenant,
      agreement or obligation of the Company contained in the Transaction Documents
      or
      any other certificate, instrument or document contemplated hereby or thereby
      or
      (c) any cause of action, suit or claim brought or made against such
      Indemnitee by a third party (including for these purposes a derivative action
      brought on behalf of the Company) and arising out of or resulting from
      (i) the execution, delivery, performance or enforcement of the Transaction
      Documents or any other certificate, instrument or document contemplated hereby
      or thereby, (ii) any transaction financed or to be financed in whole or in
      part, directly or indirectly, with the proceeds of the issuance of the
      Securities, (iii) any disclosure made by Buyer pursuant to
      Section 4(i) or (iv) the status of Buyer or holder of the Securities
      as an investor in the Company pursuant to the transactions contemplated by
      the
      Transaction Documents. To the extent that the foregoing undertaking by the
      Company may be unenforceable for any reason, the Company shall make the maximum
      contribution to the payment and satisfaction of each of the Indemnified
      Liabilities which is permissible under applicable law. Except as otherwise
      set
      forth herein, the mechanics and procedures with respect to the rights and
      obligations under this Section 9(k) shall be the same as those set forth in
      Section 6 of the Registration Rights Agreement.

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

    (l)  No
      Strict Construction.
      The
      language used in this Agreement will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    (m)  Remedies.
      Buyer
      and each holder of the Securities shall have all rights and remedies set forth
      in the Transaction Documents and all rights and remedies which such holders
      have
      been granted at any time under any other agreement or contract and all of the
      rights which such holders have under any law. Any Person having any rights
      under
      any provision of this Agreement shall be entitled to enforce such rights
      specifically (without posting a bond or other security), to recover damages
      by
      reason of any breach of any provision of this Agreement and to exercise all
      other rights granted by law. Furthermore, the Company recognizes that in the
      event that it fails to perform, observe, or discharge any or all of its
      obligations under the Transaction Documents, any remedy at law may prove to
      be
      inadequate relief to Buyer. The Company therefore agrees that Buyer shall be
      entitled to seek temporary and permanent injunctive relief in any such case
      without the necessity of proving actual damages and without posting a bond
      or
      other security.

     

    (n)  Rescission
      and Withdrawal Right.
      Notwithstanding anything to the contrary contained in (and without limiting
      any
      similar provisions of) the Transaction Documents, whenever Buyer exercises
      a
      right, election, demand or option under a Transaction Document and the Company
      does not timely perform its related obligations within the periods therein
      provided, then Buyer may rescind or withdraw, in its sole discretion from time
      to time upon written notice to the Company, any relevant notice, demand or
      election in whole or in part without prejudice to its future actions and
      rights.

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

    (o)  Payment
      Set Aside.
      To the
      extent that the Company makes a payment or payments to Buyer hereunder or
      pursuant to any of the other Transaction Documents or Buyer enforce or exercise
      their rights hereunder or thereunder, and such payment or payments or the
      proceeds of such enforcement or exercise or any part thereof are subsequently
      invalidated, declared to be fraudulent or preferential, set aside, recovered
      from, disgorged by or are required to be refunded, repaid or otherwise restored
      to the Company, a trustee, receiver or any other Person under any law
      (including, without limitation, any bankruptcy law, foreign, state or federal
      law, common law or equitable cause of action), then to the extent of any such
      restoration the obligation or part thereof originally intended to be satisfied
      shall be revived and continued in full force and effect as if such payment
      had
      not been made or such enforcement or setoff had not occurred.

     

    [Signature
      Page Follows]

     

    


    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      Buyer
      and the Company have caused their respective signature page to this Securities
      Purchase Agreement to be duly executed as of the date first written
      above.

     

    
      	 	 	 
	 	
              COMPANY:

               

              NATURAL NUTRITION,
                INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Timothy
              J. Connolly 
	 	
              

              Name: Timothy
                J. Connolly

              Title: Chief
                Executive Officer

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      Buyer
      and the Company have caused their respective signature page to this Securities
      Purchase Agreement to be duly executed as of the date first written
      above.

     

    
      	 	 	 
	 	
              CORNELL
                CAPITAL PARTNERS, L.P.

               

              
                BY: YORKVILLE
                  ADVISORS, LLC

                ITS: INVESTMENT
                  MANAGER

              

            
	 
 	 
 	 
 
	 	By:  	/s/ Troy
              Rillo 
	 	
              

              Name: Troy
                Rillo

              Title: Senior
                Managing Director

            


    

     

    
      
        	 	 	 
	 	
                Address:
                  101
                  Hudson Street, Suite 3700

                
                        Jersey
                    City, NJ
                    07302

                           
                    Attn: Mark Angelo and Troy
                    Rillo

                

              
	 	
              


      

      
      

      
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBITS

     

    Exhibit A Form of
      Note

    Exhibit B Form of
      Warrant

    Exhibit C Form of
      Registration Rights Agreement

    Exhibit D Form of
      Irrevocable Transfer Agent Instructions

    Exhibit E Form of
      Company Counsel Opinion

    Exhibit F Form of
      Secretary’s Certificate

    Exhibit G Form of
      Officer’s Certificate

    Exhibit H Form
      of
      Lock-Up Agreement

    Exhibit I Audited
      Financial Statements of INII

    Exhibit J Waiver
      and Consent

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit A

    


    [Form of
      Note]

    


    Exhibit B

    


    [Form of
      Warrant]

    


    Exhibit C

    


    [Form of
      Registration Rights Agreement]

    


    Exhibit D

    


    [Form of
      Irrevocable Transfer Agent Instructions]

    


    Exhibit E

    


    [Form of
      Company Counsel Opinion]

    


    Exhibit F

    


    [Form of
      Secretary’s Certificate]

    


    Exhibit G

    


    [Form of
      Officer’s Certificate]

    

      Exhibit H

      


      [Form
        of Lock-Up Agreement]

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Exhibit I

    



    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    

    


    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    
      
        Exhibit J

        


        [Form
          of Waiver and Consent]

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
         

        LOCK
          UP AGREEMENT

         

        The
          undersigned hereby agrees that for a period commencing on May 31, 2007
          and
          expiring on the earlier of (a) the date which is ten (10) days after the
          date
          that all amounts owed to Cornell Capital Partners, LP (the “Investor”)
          by
          Natural Nutrition, Inc., a Nevada corporation (the “Company”)
          have
          been fully paid and (b) the date upon which he shall cease to be an officer
          or
          director of the Company (the “Lock-up
          Period”),
          he
          will not, directly or indirectly, without the prior written consent of
          the
          Investor, issue, offer, agree or offer to sell, sell, grant an option for
          the
          purchase or sale of, transfer, pledge, assign, hypothecate, distribute
          or
          otherwise encumber or dispose of any securities of the Company, including
          common
          stock or options, rights, warrants or other securities underlying, convertible
          into, exchangeable or exercisable for or evidencing any right to purchase
          or
          subscribe for any common stock (whether or not beneficially owned by the
          undersigned), or any beneficial interest therein (collectively, the
“Securities”).

         

        In
          order
          to enable the aforesaid covenants to be enforced, the undersigned hereby
          consents to the placing of (i) legends on certificates representing the
          Company’s securities and/or (ii) stop-transfer orders with the transfer agent of
          the Company’s securities with respect to any of the Securities registered in the
          name of the undersigned or beneficially owned by the undersigned, and the
          undersigned hereby confirms the undersigned’s investment in the
          Company.

         

        Dated:
          May 31, 2007

         

        
          	 	
                  Signature

                   

                  /s/
                    Fred Zeidman

                  Name:
                    Fred
                    Zeidman

                  Address:
                    ____________________

                  City,
                    State, Zip Code: ___________

                   

                  ________________________________

                  Print
                    Social Security Number (if applicable)

                  or
                    Taxpayer I.D. Number (if
                    applicable)

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         

        LOCK
          UP AGREEMENT

         

        Except
          for those Securities (as defined below) issued to the undersigned for
          compensation prior to the date hereof for services rendered to Natural
          Nutrition, Inc., a Nevada corporation (the “Company”),
          the
          undersigned hereby agrees that for a period commencing on May 31, 2007
          and
          expiring on the earlier of (a) the date which is ten (10) days after the
          date
          that all amounts owed to Cornell Capital Partners, LP (the “Investor”)
          by the
          Company have been fully paid and (b) the date upon which he shall cease
          to be an
          officer or director of the Company (the “Lock-up
          Period”),
          he
          will not, directly or indirectly, without the prior written consent of
          the
          Investor, issue, offer, agree or offer to sell, sell, grant an option for
          the
          purchase or sale of, transfer, pledge, assign, hypothecate, distribute
          or
          otherwise encumber or dispose of any securities of the Company, including
          common
          stock or options, rights, warrants or other securities underlying, convertible
          into, exchangeable or exercisable for or evidencing any right to purchase
          or
          subscribe for any common stock (whether or not beneficially owned by the
          undersigned), or any beneficial interest therein (collectively, the
“Securities”).

         

        In
          order
          to enable the aforesaid covenants to be enforced, the undersigned hereby
          consents to the placing of (i) legends on certificates representing the
          Company’s securities and/or (ii) stop-transfer orders with the transfer agent of
          the Company’s securities with respect to any of the Securities registered in the
          name of the undersigned or beneficially owned by the undersigned, and the
          undersigned hereby confirms the undersigned’s investment in the
          Company.

         

        Dated:
          May 31, 2007

        


        
          	 	Signature
                   

                  /s/
                    Timothy J. Connolly 

                  Name:
                    Timothy J. Connolly

                  Address:
                    109 North Post Oak Lane, Suite 422

                  City,
                    State, Zip Code: Houston, Texas 77024

                   

                  ____________________________

                  Print
                    Social Security Number (if applicable)

                  or
                    Taxpayer I.D. Number (if
                    applicable)

                


        

         

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    WAIVER AND
      CONSENT

    


    This
      Waiver
      and Consent is
      made
      as of May 31, 2007, by and between Cornell Capital Partners, LP, a Cayman Island
      exempted limited partnership having its principal place of business at 101
      Hudson Street, Suite 3700, Jersey City, New Jersey 07302 (“Cornell
      Capital”)
      and
      Natural Nutrition, Inc., a Nevada corporation having its principal place of
      business at 109 North Post Oak Lane, Suite 422, Houston, Texas 77024 (the
“Company”
and
      together with Cornell Capital the “Parties”
and
      each, a “Party”).

    


    RECITALS:

    


    WHEREAS,
      the
      Parties have entered into that certain Securities Purchase Agreement (the
“2005
      SPA”),
      dated
      September 9, 2005 (the “Transaction
      Date”),
      that
      certain Convertible Debenture, dated the Transaction Date (the “Convertible
      Debentures”),
      that
      certain Security Agreement, dated the Transaction Date (the “2005
      SA”)
      and
      that certain Investor Registration Rights Agreement, dated the Transaction
      Date
      (the “2005
      RRA”,
      and
      together with the 2005 SPA, the Convertible Debentures, the 2005 SA and all
      other transaction documents related thereto or contemplated thereby, the
“2005
      Transaction Documents”)
      which
      have been filed by the Company with the Company’s Current Report on Form 8-K
      with the U.S. Securities and Exchange Commission on September 13,
      2005;

    


     WHEREAS,
      the
      2005 SPA contains a provision which restricts the Company, for so long as any
      Convertible Debentures are outstanding, from entering into, amending, modifying,
      or supplementing any agreement, transaction, commitment or arrangement with
      any
      of its subsidiaries or any of its subsidiary’s directors, persons who were
      officers or directors at any time during the two (2) years prior to the
      Transaction Date, stockholders who beneficially own five percent (5%) or more
      of
      the Company’s common stock, par value $0.001 per share (“Common
      Stock”),
      Affiliates (as such term is defined in the 2005 SPA) or with any individual
      related by blood, marriage, or adoption to any such individual or with any
      entity in which any such entity or individual owns a five percent (5%) or more
      beneficial ownership interest (collectively, the “Affiliate
      Conflict”);

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WHEREAS,
      the
      2005 SPA also contains a provision which restricts the Company, for so long
      as
      any Convertible Debentures are outstanding and without the consent of Cornell
      Capital, to (i) issue or sell shares of Common Stock or preferred stock without
      consideration or for a consideration per share less than the bid price of the
      Common Stock determined immediately prior to its issuance, (ii) issue any
      warrant, option, right, contract, call or other security instrument granting
      the
      holder thereof the right to acquire Common Stock without consideration or for
      a
      consideration less than such Common Stock’s bid price value determined
      immediately prior to its issuance and (iii) enter into any security instrument
      granting to the holder a security interest in any and all assets of the Company
      (the “Issuance
      Conflicts”
and
      together with the Affiliate Conflicts, the “2005
      SPA Conflicts”);

     

    WHEREAS,
      the
      2005 SA contains certain provisions which restrict the Company, from the date
      thereof until the Obligations (as defined therein) have been fully paid and
      satisfied and unless Cornell Capital shall consent otherwise, from (a) directly
      or indirectly making, creating, incurring, assuming or permitting to exist
      any
      assignment, transfer, pledge, mortgage, security interest or other lien or
      encumbrance of any nature in, to or against any part of the Pledged Property
      (as
      defined therein), (b) issuing or selling its stock, stock options, bonds, notes
      or other corporate securities (except as permitted under the 2005 SPA) and
      (c)
      creating, incurring, assuming or suffering to exist any additional indebtedness
      of any description whatsoever in an aggregate amount in excess of $250,000
      outside of the ordinary course of its business (collectively, the “Security
      Conflicts”
and
      together with the 2005 SPA Conflicts, the “2005
      Transaction Conflicts”);

    


    WHEREAS,
      the
      Company acknowledges that as of the date hereof, the Obligations (as defined
      in
      the 2005 Security Agreement) have not been fully paid and
      satisfied;

    


    WHEREAS,
      the
      Company acknowledges that it may be in default under the 2005 RRA for failure
      to
      file the Registration Statement (as such term is defined therein) by the
      Scheduled Filing Deadline (as such term is defined therein) and that it may
      owe
      to Cornell Capital amounts in the form of liquidated damages calculated in
      accordance with Section 2(c) therein (the “2005
      RRA Default”);

     

    WHEREAS,
      the
      Company desires to enter into, contemporaneously with the execution of this
      Waiver and Consent, a Securities Purchase Agreement with Cornell Capital
      pursuant to which Cornell Capital will purchase a secured convertible note
      (the
“Note”)
      in the
      amount of U.S. $9,292,894
      (the “Purchase
      Price”),
      a
      related warrant pursuant to which Cornell Capital shall be entitled to purchase
      up to thirty-three percent (33%) of the Purchase Price of Common Stock (the
      “Warrant”),
      a
      related Registration Rights Agreement (the “2007
      RRA”),
      a
      management compensation agreement with an affiliate (the “2007
      MA”)
      and an
      amended and restated 2005 SA (the “Amended
      SA”,
      and
      together with the 2007 SPA, the Note, the Warrant, the 2007 RRA, the 2007 MA
      and
      all other transaction documents related thereto or contemplated thereby, the
      “2007
      Transaction Documents”)
      to
      secure the Company’s obligations under the 2007 Transaction
      Documents;

    


    WHEREAS,
      the Company
      desires to obtain the express consent of Cornell Capital to enter into and
      carry
      out its respective duties and obligations under the 2007 Transaction Documents
      and to obtain from Cornell Capital an irrevocable waiver of the 2005 Transaction
      Conflicts, the 2005 RRA Default and any and all other conflicts arising under
      the 2005 Transaction Documents with respect to Company entering into the 2007
      Transaction Documents and all other defaults of the Company under the 2005
      Transaction Documents; and

    


    WHEREAS,
      based
      on the foregoing, Cornell Capital is willing to provide a one-time consent
      to
      the Company to enter into and to carry out its respective duties and obligations
      under the 2007 Transaction Documents and to grant to the Company an irrevocable
      waiver of the 2005 Transaction Conflicts, the 2005 RRA Default and any and
      all
      other conflicts arising under the 2005 Transaction Documents with respect to
      the
      Company entering into the 2007 Transaction Documents and all other defaults
      of
      the Company under the 2005 Transaction Documents.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    AGREEMENT:

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual promises made herein, and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the Parties agree as follows:

    


    1.
       Recitals.
      The
      Recitals herein above are hereby incorporated into this Waiver and Consent
      as if
      fully stated herein.

    


    2.
       Consent.
      Cornell
      Capital hereby consents to the Company entering into and carrying out its
      respective duties and obligations under the 2007 Transaction Documents, and
      only
      the 2007 Transaction Documents. This Consent is a one-time consent and Cornell
      Capital may enforce this provision against the Company and its assigns for
      any
      and all future agreements or other instruments to which the Company and its
      assigns are a party.

    


    3. Waiver.
      Cornell
      Capital hereby grants to the Company an irrevocable waiver of the 2005
      Transaction Conflicts, the 2005 RRA Default and any and all other conflicts
      arising under the 2005 Transaction Documents with respect to the Company
      entering into the 2007 Transaction Documents, and only the 2007 Transaction
      Documents, and all other defaults of the Company under the 2005 Transaction
      Documents. 

    


    4. Governing
      Law; Jurisdiction; Jury Trial.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Waiver and Consent shall be governed by the internal laws of the State
      of New Jersey, without giving effect to any choice of law or conflict of law
      provision or rule (whether of the State of New Jersey or any other
      jurisdictions) that would cause the application of the laws of any jurisdictions
      other than the State of New Jersey. Each Party hereby irrevocably submits to
      the
      exclusive jurisdiction of the Superior Court of New Jersey, sitting in Hudson
      County and the United States District Court for the District of New Jersey
      sitting in Newark, New Jersey for the adjudication of any dispute hereunder
      or
      in connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is brought
      in an inconvenient forum or that the venue of such suit, action or proceeding
      is
      improper. Each Party hereby irrevocably waives personal service of process
      and
      consents to process being served in any such suit, action or proceeding by
      mailing a copy thereof to such party at the address for such notices to it
      under
      this Waiver and Consent and agrees that such service shall constitute good
      and
      sufficient service of process and notice thereof. Nothing contained herein
      shall
      be deemed to limit in any way any right to serve process in any manner permitted
      by law. EACH
      PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
      REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
      CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
      HEREBY.

    


     

    


    [Remainder
      of Page Intentionally Left Blank]

    
      
        
        

      

      
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    In
      Witness Whereof,
      this
      Waiver and Consent has been executed under seal by the Parties written
      below as of the day and year first above written.


    


    
      	 	CORNELL
              CAPITAL PARTNERS, LP
               

              By:
                Yorkville Advisors, LLC

              Its:
                Investment Manager 

               

              By:
                /s/
                Troy Rillo 

              Name:
                Troy Rillo 

              Title:
                Senior Managing Director

               

               

              NATURAL
                NUTRITION, INC.

               

              By:
                /s/
                Timothy J. Connolly 

              Name:
                Timothy J. Connolly

              Title: Chief
                Executive Officer

            


    

     

    
      
        
        

      

      
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