PURCHASE
      AGREEMENT

    


    THIS
      AGREEMENT made
      as
      of the 25th
      day of
      May, 2007

    


    B
      E T W E E N:

    


    NESRACORP
      INC. 

    


    (hereinafter
      called the “Vendor”)

    


    OF
      THE FIRST PART

    -
      and -


    


    


    NATURAL
      NUTRITION, INC.

    


    (hereinafter
      called the “Purchaser”)

    


    OF
      THE SECOND PART

    


    (the
      Vendor and Purchaser hereinafter called the “Parties”)

    


    


    RECITALS:

    


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

          


     

    	B.  	
            The
              total amount of the Indebtedness is not less than that described in
              Schedule “A” to the Assignment (as hereinafter
              defined);

          


     

    	C.  	
            The
              Vendor is the holder of a general security agreement and share pledge
              granted concurrently by INII and its shareholder in connection with
              the
              Indebtedness (collectively the “Security”);

          


     

    	D.  	
            Natural
              Nutrition, Inc. owns all of the issued and outstanding shares of INII;
              and

          


     

    	E.  	
            The
              Vendor has agreed to assign to the Purchaser all of the right, title,
              benefit and interest of the Vendor in and to the Indebtedness and Security
              as hereinafter provided.

          


     

    NOW
      THEREFORE THIS PURCHASE
      AGREEMENT (the “Agreement”) WITNESS
      that in
      consideration of the mutual covenants herein and other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged,
      the
      Purchaser and the Vendor hereby covenant and agree as follows:

     

    
      	
              Purchase
                Agreement

            	
               Page
                1

            


    

    
      

         

      

      
        

      

    

    

    

    ARTICLE 1
      - INTERPRETATION

     

    1.1    DEFINITIONS

     

    	(a)  	
            “Assignment”
              means the assignment and conveyance of the Purchased Assets in the
              form
              set out in Schedule 1.1(a).

          


     

    	(b)  	
            “Business
              Day”
              means any day except Saturday, Sunday or any day on which banks are
              generally not open for business in the City of Ottawa,
              Ontario.

          


     

    	(c)  	
            “Closing”
              means the completion of the purchase and sale transaction contemplated
              herein.

          


     

    	(d)  	
            “Closing
              Date”
              means the date of this Agreement.

          


     

    	(e)  	
            “Closing
              Time”
              means 1:00 p.m on the Closing Date.

          


     

    	(f)  	
            “Distribution
              Agreement” means
              a Distribution Agreement dated September 4, 1996 made between the Vendor,
              INII, Body Plus Nutritional Products Inc., Eli Nesrallah and Norman
              Danniels and amended on February 25, 2003, March 30, 2004 and otherwise
              from time to time.

          


     

    	(g)  	
            “Financial
              Statements”
              has the meaning set out in Section 5.1.

          


     

    	(h)  	
            “Indebtedness”
              has the meaning set out in the recitals to this
              Agreement.

          


     

    	(i)  	
            “INII”
              has the meaning set out in the recitals to this
              Agreement.

          


     

    	(j)  	
            “Interest”
              has the meaning set out the recitals to this
              Agreement.

          


     

    	(k)  	
            “Material
              Adverse Change”
              means a change, effect, event or occurrence, or a series of changes,
              effects, events or occurrences, or state of facts that is, or would
              reasonably be expected to be, material and adverse to the business,
              assets, liabilities, operations, results of operation or condition
              (financial or otherwise) which includes but is not limited to any claim,
              action or proceeding of INII.

          


     

    	(l)  	
            “Non-Competition
              and Non-Solicitation Agreements”
              means the agreements to be entered into between each of Eli Nesrallah,
              Pamela Nesrallah and Joseph Nesrallah and INII in the form attached
              as
              Schedule 1.1(l).

          


     

    	(m)  	
            “Principal”
              has the meaning set out the recitals to this
              Agreement.

          


     

    	(n)  	
            “Purchased
              Assets”
              has the meaning set out in Section 2.1
              hereof.

          


     

    	(o)  	
            “Purchase
              Price”
              has the meaning set out in Section 2.2
              hereof.

          


     

    	(p)  	
            “Releases”
              means the mutual releases contemplated in Sections 3.1(i)
              and 3.2(d).

          


     

    	(q)  	
            “Security”
              has the meaning set out the recitals to this
              Agreement.

          


    
       

      
        	
                Purchase
                  Agreement

              	
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    	(r)  	
            “Transaction
              Agreements”
              means this Agreement, the Assignment, the Non-Competition and
              Non-Solicitation Agreements, the Releases and the Transition Services
              Contracts.

          


     

    	(s)  	
            “Transition
              Services Contracts”
              means the agreements to be entered into between each of
              Eli Nesrallah, Pamela Nesrallah and Joseph Nesrallah and
              INII in the form attached as Schedule 1.1(s).

          


     

    1.2    SCHEDULES

     

    The
      following are the schedules and exhibits attached to this
      Agreement:

    


    Schedule
      1.1(a) - Assignment
      and Conveyance

    Schedule
      1.1(l)  - Non-Competition
      and Non-Solicitation Agreements 

    Schedule
      1.1(s) - Transition
      Services Contracts

     

    ARTICLE 2 -
      PURCHASE AND SALE

     

    2.1    PURCHASE
      AND SALE

     

    On
      the
      terms and subject to the conditions hereof, the Vendor agrees to assign,
      transfer and convey unto the Purchaser at the Closing all of the right, title,
      benefit and interest of the Vendor in and to the Indebtedness and the Security
      in respect thereof, including, without limitation, all loan, security and other
      documentation relating to the Indebtedness and the Security purchased hereunder
      (collectively, the “Purchased
      Assets”).

     

    2.2    PAYMENT
      OF PURCHASE PRICE

     

    At
      the
      Closing the Purchaser agrees to pay to or in accordance with the direction
      of
      the Vendor the amount of SEVEN MILLION SIX HUNDRED AND FIFTY THOUSAND CANADIAN
      DOLLARS (CDN$7,650,000.00) (the “Purchase
      Price”).
      The
      Purchase Price shall be payable by way of certified cheque or wire
      transfer.

     

    2.3    ALLOCATION
      OF PURCHASE PRICE

     

    The
      Parties acknowledge that the amount of the Purchase Price is less than the
      total
      amount of the Indebtedness and agree that the consideration therefore is
      allocated entirely to the outstanding amount of Principal described in Schedule
      “A” of the Assignment and no portion thereof is allocable to the outstanding
      amount of Interest described in Schedule “A” of the Assignment.

     

    2.4    LOCATION
      AND TIME OF CLOSING

     

    The
      Closing shall be completed at the Closing Time on the Closing Date, at the
      offices of Borden Ladner Gervais LLP, Barristers and Solicitors, 1100 - 100
      Queen Street, Ottawa, Ontario, K1P 1J9, Canada or at such other time on
      such dates or such other dates as may be mutually agreed upon by the
      Parties.

    
       

      
        	
                Purchase
                  Agreement

              	
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    ARTICLE 3
      - CLOSING ARRANGEMENTS AND CONDITIONS

     

    3.1    PURCHASER’S
      CONDITIONS

     

    The
      obligation of the Purchaser to complete the Closing is subject to fulfilment
      of
      the following conditions:

     

    	(a)  	
            the
              Vendor shall have completed all necessary steps and all necessary
              proceedings shall have been taken to authorize the transactions
              contemplated hereby;

          


     

    	(b)  	
            the
              Vendor shall have performed and complied with all of the terms, covenants
              and conditions to be performed or complied with by it at or prior to
              the
              Closing Time on the Closing Date;

          


     

    	(c)  	
            the
              parties to the Transaction Agreements, other than the Purchaser, shall
              have executed and delivered the Transaction Agreements to the
              Purchaser;

          


     

    	(d)  	
            the
              Purchaser shall have completed its review and examination of the Financial
              Statements and all information, documents, books and records of or
              relating to INII to its satisfaction in its sole
              discretion;

          


     

    	(e)  	
            the
              Vendor will provide written notification to the Purchaser that to the
              best
              of the Vendor’s knowledge and each Principal’s knowledge, no Material
              Adverse Change shall have occurred since December 31, 2006;
              

          


     

    	(f)  	
            the
              Purchaser shall, in its sole discretion, have reached a satisfactory
              point
              in discussions with Canada Revenue Agency and the Ontario Ministry
              of
              Finance in respect of the outstanding corporate taxes of INII;
              

          


     

    	(g)  	
            the
              Purchaser shall have received unaudited financial statements showing
              results of operations from January 1, 2007 through March 31,
              2007;

          


     

    	(h)  	
            the
              Purchaser shall have received a list of accounts receivable, accounts
              payable and cash balance of INII as of May 11,
              2007;

          


     

    	(i)  	
            the
              Vendor, Pamela Nesrallah, Eli Nesrallah, Joseph Nesrallah,
              PricewaterhouseCoopers Inc., Roxanne Anderson, INII, the Purchaser
              and Cornell Capital Partners LLP shall have executed full, final and
              mutual releases in respect of all matters including, but not limited
              to,
              those which are the subject of the civil litigation currently proceeding
              in the Ontario Superior Court of Justice in form and content satisfactory
              to the Vendor and the Purchaser;

          


     

    	(j)  	
            the
              Purchaser shall have received the opinion of Ogilvy Renault LLP with
              respect to validity and enforceability of the Security, in a form
              satisfactory to the Purchaser;

          


     

    	(k)  	
            execution
              and delivery by the Vendor of an Assignment in the form attached hereto
              as
              Schedule 1.1(a);

          


    
       

      
        	
                Purchase
                  Agreement

              	
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    	(l)  	
            execution
              and delivery by each of Pamela Nesrallah, Eli Nesrallah and
              Joseph Nesrallah of Non-Competition and Non-Solicitation Agreements
              and Transition Services Contracts in the form attached hereto as
              Schedules 1.1(l)
              and 1.1(s),
              respectively; and

          


     

    	(m)  	
            execution
              and delivery by Vendor of a hold harmless agreement in favour of the
              Purchaser and INII in form and content acceptable to the Purchaser,
              in
              respect of any claims made by Body Plus Nutritional Products Inc. or
              Norman Danniels in connection with the Distribution Agreement and the
              actions of the parties thereunder prior to the Closing
              Date.

          


     

    3.2   VENDOR’S
      CONDITIONS

     

    The
      obligation of the Vendor to complete the Closing is subject to fulfilment of
      the
      following conditions:

     

    	(a)  	
            the
              Purchaser shall have completed all necessary steps and all necessary
              proceedings shall have been taken to authorize the transactions
              contemplated hereby;

          


     

    	(b)  	
            the
              Purchaser shall have performed and complied with all of the terms,
              covenants and conditions to be performed or complied with by it at
              or
              prior to the Closing Time on the Closing Date including the payment
              of the
              Purchase Price in accordance with Section 2.2;

          


     

    	(c)  	
            the
              parties to the Transaction Agreements, other than the Vendor, shall
              have
              executed and delivered the Transaction Agreements to the Vendor;
              

          


     

    	(d)  	
            the
              Vendor, Pamela Nesrallah, Eli Nesrallah, Joseph Nesrallah,
              PricewaterhouseCoopers Inc., Roxanne Anderson, INII, the Purchaser
              and Cornell Capital Partners LLP shall have executed full, final and
              mutual releases in respect of all matters including, but not limited
              to,
              those which are the subject of the civil litigation currently proceeding
              in the Ontario Superior Court of Justice in form and content satisfactory
              to the Vendor and the Purchaser;

          


     

    	(e)  	
            execution
              and delivery by the Vendor of an Assignment in the form attached hereto
              as
              Schedule 1.1(a);
              

          


     

    	(f)  	
            execution
              and delivery by each of Pamela Nesrallah, Eli Nesrallah and
              Joe Nesrallah of Non-Competition and Non-Solicitation Agreements and
              Transition Services Contracts in the form attached hereto as
              Schedules 1.1(l)
              and 1.1(s),
              respectively; 

          


     

    	(g)  	
            delivery
              of a certified cheque or wire transfer payment to the Vendor in the
              amount
              of THIRTY-FIVE THOUSAND CANADIAN DOLLARS (CDN$35,000) from
              PricewaterhouseCoopers Inc. as an authorized distribution pursuant
              to the
              Indebtedness; and

          


     

    	(h)  	
            execution
              and delivery by the Purchaser of a hold harmless agreement in favour
              of
              the Vendor and Eli Nesrallah, in form and content acceptable to the
              Vendor, in respect of any claims made by Body Plus Nutritional Products
              Inc. or Norman Danniels in connection with the Distribution Agreement
              and the actions of the parties thereunder after the Closing
              Date.

          


    
       

      
        	
                Purchase
                  Agreement

              	
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                  5

              


      

      
        

           

        

        
          

        

      

      

      

    

     

    ARTICLE 4-
      REPRESENTATIONS AND WARRANTIES

     

    4.1    REPRESENTATIONS
      AND WARRANTIES OF VENDOR

     

    The
      Vendor represents and warrants to the Purchaser as follows and acknowledges
      that
      the Purchaser is relying upon the following representations and warranties
      in
      connection with the transactions contemplated hereby:

     

    	(a)  	
            The
              Vendor has the corporate power and capacity to enter into this Agreement,
              and to perform its obligations hereunder, and any other instruments
              delivered pursuant hereto. This Agreement and each other instrument
              required to be delivered by the Vendor hereunder has been, or will
              as of
              the Closing Time be, duly authorized, executed and delivered by the
              Vendor
              and is a valid and binding obligation of the Vendor enforceable against
              it
              in accordance with its terms, subject to bankruptcy, insolvency,
              moratorium, reorganization and other laws relating to or affecting
              the
              enforcement of creditors’ rights generally, and the fact that equitable
              remedies, including the remedies of specific performance and injunction,
              may only be granted in the discretion of a court. Each action required
              to
              be performed by the Vendor hereunder has been duly authorized by the
              Vendor and, as applicable, its
              shareholders;

          


     

    	(b)  	
            that
              the Indebtedness of INII is no less than the principal amount and interest
              described in Schedule “A” of the
              Assignment;

          


     

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

          


     

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

          


     

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

          


     

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

    
       

      
        	
                Purchase
                  Agreement

              	
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                  6

              


      

      
        

           

        

        
          

        

      

      

      

    

     

    4.2    REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

     

    The
      Purchaser represents and warrants to the Vendor as follows and acknowledges
      that
      the Vendor is relying upon the following representations and warranties in
      connection with the transactions contemplated hereby:

     

    	(a)  	
            The
              Purchaser has the corporate power and capacity to enter into this
              Agreement, and to perform its obligations hereunder, and any other
              instruments delivered pursuant hereto. This Agreement and each other
              instrument required to be delivered by the Purchaser hereunder has
              been,
              or will as of the Closing Time be, duly authorized, executed and delivered
              by the Purchaser and is a valid and binding obligation of the Purchaser
              enforceable against it in accordance with its terms, subject to
              bankruptcy, insolvency, moratorium, reorganization and other laws relating
              to or affecting the enforcement of creditors’ rights generally, and the
              fact that equitable remedies, including the remedies of specific
              performance and injunction, may only be granted in the discretion of
              a
              court. Each action required to be performed by the Purchaser hereunder
              has
              been duly authorized by the Purchaser and, as applicable, its
              shareholders; and

          


     

    	(b)  	
            All
              rights of Bio-One Corporation in respect of INII, the Vendor, Eli
              Nesrallah, Pam Nesrallah and Joseph Nesrallah are fully and irrevocably
              vested in the Purchaser.

          


     

     

    4.3   SURVIVAL
      OF REPRESENTATIONS AND WARRANTIES

     

    All
      representations, warranties and covenants contained in the Agreement, in any
      certificates or other document delivered by any of the parties hereto pursuant
      to the provisions of the Transaction Agreements, or otherwise with respect
      to
      the Transaction Agreements and the transactions contemplated herein or therein,
      shall survive the Closing and, notwithstanding such the completion of such
      transaction, or any investigation made by or on behalf of a Party, all
      representations and warranties of the Parties shall continue in full force
      and
      effect for the benefit of the Party to which such representations and warranties
      are made for a period of two (2) years from the Closing Date.

     

    ARTICLE 5
      - COVENANTS OF THE VENDOR

     

    5.1   PREPARATION
      AND DELIVERY OF FINANCIAL STATEMENTS

     

    	(a)  	
            The
              Vendor and Purchaser acknowledge that Collins Barrow LLP has prepared
              audited financial statements of INII for its fiscal years ending in
              2005
              and 2006 in accordance with generally accepted accounting principles
              consistently applied in accordance with United States accounting standards
              (the “Financial
              Statements”),
              which have been delivered as of the date
              hereof.

          


     

    	(b)  	
            The
              Purchaser acknowledges and agrees that any letter, certificate, e-mail
              or
              other document executed, delivered or presented by the Vendor or Pamela
              Nesrallah to Collins Barrow LLP or the Purchaser in connection with
              the
              preparation and delivery of the Financial Statements shall not be deemed
              to be a representation or warranty of the Vendor or Pamela Nesrallah
              with
              respect to the business of INII, or any other matter, upon which the
              Purchaser and/or
              any related or affiliated party 
              has relied for the purposes of entering into the Transaction Agreements.
              Provided, however, that this provision shall not be construed as
              releasing, relieving or waiving any liability of the Vendor arising
              from
              any false statements knowingly made by the Vendor in a letter dated
              April 2, 2007 to Collins Barrow LLP in respect of the Financial
              Statements.

          


    
       

      
        	
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    	(c)  	
            The
              Vendor acknowledges and agrees that any letter, certificate, e-mail
              or
              other document executed, delivered or presented by the Purchaser or
              Fred Zeidman to Collins Barrow LLP or the Vendor in connection with
              the preparation and delivery of the Financial Statements shall not
              be
              deemed to be a representation or warranty of the Purchaser or
              Fred Zeidman with respect to the business of INII, or any other
              matter, upon which the Vendor has relied for the purposes of entering
              into
              the Transaction Agreements. Provided, however, that this provision
              shall
              not be construed as releasing, relieving or waiving any liability of
              the
              Purchaser arising from any false statements knowingly made by the
              Purchaser in a letter dated April 2, 2007 to Collins Barrow LLP in
              respect
              of the Financial Statements.

          


     

    5.2   COMPLIANCE
      WITH CLOSING CONDITIONS

     

    The
      Vendor shall take all commercially reasonable steps to satisfy the closing
      conditions set out in Section 3.1
      hereof.

     

    5.3   ACCESS

     

    The
      Vendor and the Purchaser acknowledge that the Vendor has provided the Purchaser
      with reasonable opportunity and access to investigate the financial condition
      and operations of the business of INII. Such investigation may include, but
      is
      not limited to, a review of financial and business records and accounting
      practices relating to INII’s business, the validity of patents or other
      intangible property held by INII and contracts between INII and third parties
      including, but not limited to, employment contracts and leases. The Vendor
      has
      caused INII, including PricewaterhouseCoopers Inc., as private receiver of
      INII,
      to cooperate with the Purchaser with respect to the investigation and, in that
      regard, the Purchaser will, upon reasonable notice, have access during normal
      business hours to the facilities, books, records, documents and personnel of
      INII. 

     

    5.4   FURTHER
      ASSURANCES

     

    	(a)  	
            The
              Vendor shall promptly do, make, execute, deliver or cause to be done,
              made, executed or delivered, all such further acts, documents and things
              as the other parties hereto may require, acting reasonably, from time
              to
              time for the purpose of giving effect to this Agreement and shall use
              reasonable efforts and take all such steps as may be reasonably within
              its
              power to implement to the full extent the provisions of this
              Agreement.

          


     

    	(b)  	
            Following
              Closing, the Vendor hereby agrees to make, do and execute or cause
              to be
              made, done and executed, all such further assurances, acts, assignments,
              transfers, deeds and other documents as the Purchaser may reasonably
              request, including assignments of the Security registered under the
              Personal
              Property Security Act,
              R.S.O. 1990, c. P. 10 (Ontario) (the “PPSA”)
              in order to more effectively assign the Purchased Assets and to otherwise
              carry out the true intent and meaning of this
              Agreement.

          


    
       

      
        	
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                  Agreement

              	
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    ARTICLE 6-
      INDEMNIFICATION

     

    6.1    INDEMNIFICATION
      BY PARTIES

     

    The
      parties shall indemnify each other from and against all losses, costs, damages,
      expenses and liabilities, including legal fees (the “Claims”),
      which
      may be suffered or incurred by them arising out of, as a result of or relating
      in any manner whatsoever to any misrepresentation or breach of representation
      or
      warranty or covenant made by the other in this Agreement, which indemnification
      shall continue in full force and effect for the benefit of the indemnified
      party
      for the periods set forth in Section 4.3
      and
      shall be limited to the amount of the Purchase Price paid to the Vendor by
      the
      Purchaser. The foregoing obligation to indemnify shall constitute the exclusive
      remedy of either party for any breaches of this Agreement subject to the
      limitation that the indemnifying party shall not be required to pay any such
      amount until the aggregate of such Claims exceeds Fifty
      Thousand Canadian Dollars
      (CDN$50,000) and, upon the aggregate of such Claims exceeding Fifty
      Thousand Canadian Dollars
      (CDN$50,000), the indemnifying party shall be required to pay the amount owing
      in respect of all such claims, including the Fifty
      Thousand Canadian Dollars
      (CDN$50,000).

     

    6.2    THIRD
      PARTY CLAIMS

     

    If
      any
      legal proceedings shall be instituted or any claim is asserted by any third
      party in respect of which a party may be entitled to indemnity hereunder, the
      indemnified party shall give the indemnifying party written notice thereof.
      The
      indemnifying party shall have the right, at its option and expense, to control
      the defence of such a proceeding or claim, including the negotiation or
      settlement thereof, provided that (i) the indemnifying party shall not settle
      such a proceeding or a claim except with the prior written consent of the
      indemnified party, such consent not to be unreasonably withheld, (ii) the
      indemnifying party shall not permit any right of appeal in respect of any such
      proceeding or claim to terminate except with the prior written consent of the
      indemnified party, (iii) the indemnifying party shall keep the indemnified
      party
      fully advised with respect to such claim or proceeding (including supplying
      copies of all documentation promptly as it becomes available) (iv) the
      indemnifying party shall defend such proceeding or claim in a manner consistent
      with the manner in which a reasonably prudent person would conduct such defence;
      and (vi) no liability of the indemnified party shall be incurred in the course
      of the defence or settlement of such proceeding or claim.

     

    6.3    SURVIVAL
      OF INDEMNIFICATION

     

    Where
      an
      indemnified party makes a written claim or claims pursuant to Article 6
      within
      the time period applicable to such claim or claims, the right to indemnification
      in respect of such claim or claims shall continue in full force and effect
      until
      the claim is finally settled or adjudicated and all payments to be made in
      respect of any settlement or adjudication have been made.

    
       

      
        	
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    ARTICLE 7
      -
      CONFIDENTIALITY

     

    Except
      as
      required by law, the Vendor and Purchaser shall maintain all information
      received from the other strictly in confidence and not disclose to any person
      or
      make public or authorize the disclosure of any such information and not use
      such
      information for any purpose except for the purpose contemplated by this letter
      unless: (i) the specific information is now or hereafter publicly disclosed
      other than as a result of breach of this provision; (ii) the specific
      information was in the possession of the disclosing party prior to the
      disclosure by the disclosing party; (iii) the specific information is hereafter
      disclosed to the disclosing party by a third party having no obligation of
      confidentiality with regard to the information; or (iv) the specific information
      is independently generated by the disclosing party without the use and not
      as a
      consequence of the disclosure by the other party. If this Agreement is
      terminated, each Party must immediately return to the other all confidential
      information that was furnished to it by the other, without retaining any copy
      thereof.

    


    Each
      party hereby acknowledges that a breach of this Article 7
      could
      cause irreparable harm and significant injury that may be difficult to
      ascertain. Accordingly, each party agrees that the other will have the right
      to
      seek and obtain immediate injunctive relief to enforce obligations under this
      Article 7
      in
      addition to any other rights and remedies it may have.

     

    ARTICLE 8
      -
      GENERAL

     

    8.1    APPLICABLE
      LAW

     

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

     

    8.2    ASSIGNMENT

     

    This
      Agreement may not be assigned without the prior written consent of the Parties
      hereto.

     

    8.3    ENUREMENT

     

    This
      Agreement shall extend to and enure to the benefit of the Vendor and Purchaser,
      and their successors and permitted assigns and shall be construed as including
      the parties’ legal representatives, successors and assigns, to and upon all of
      whom this Agreement shall extend and be binding.

     

    8.4    NUMBER,
      GENDER

     

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

    
       

      
        	
                Purchase
                  Agreement

              	
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                  10

              


      

      
        

           

        

        
          

        

      

      

      

    

     

    8.5    SEVERABILITY

     

    If
      any
      provision hereof is illegal, invalid or unenforceable, such provision shall
      be
      deemed to be severed and deleted from this Agreement and such illegality,
      invalidity or unenforceability shall not in any manner affect the validity
      or
      enforceability of the remainder hereof.

     

    8.6    ENTIRE
      AGREEMENT

     

    This
      Agreement and the Transaction Agreements constitute the entire agreement between
      the parties with respect to the subject matter hereof and supersedes all prior
      agreements, understandings, negotiations and discussions, whether written or
      oral. There are no conditions, covenants, agreements, representations,
      warranties or other provisions, express or implied, collateral, statutory or
      otherwise, relating to the subject matter hereof except as herein
      provided.

     

    8.7    NOTICES

     

    All
      notices, requests or other communications required or permitted by the terms
      hereof to be given by the parties hereto to the others of them shall be given
      by
      personal delivery, facsimile transmission, electronic mail or by mail delivered
      or sent to the others of them as follows:

     

    	(a)    	
            to
              the Vendor:

             

            
              Nescracorp
                Inc.

              c/o
                Borden Ladner Gervais LLP

              Ottawa
                ON K1P 1J9

              Attention:
                 Marc
                Babinski

              Facsimile:
                 (613)
                230-8842

              


              with
                a copy to the Vendor’s counsel at:

              


              Borden
                Ladner Gervais LLP

              1100
                - 100 Queen Street

              Ottawa
                ON K1P 1J9

              Attention:
                 Marc
                Babinski

              Facsimile:
                 (613)
                230-8842

              E-mail:   mbabinski@blgcanada.com

            

          


     

    	(b)    	
            to
              the Purchaser:

             

            
              Nartural
                Nutrition, Inc.

              Suite
                422

              109
                North Post Oak Lane

              Houston,
                TX 77024

              


              with
                a copy to the Purchaser’s counsel at:

               

              McCarthy
                Tetrault LLP

              1400-40
                Elgin Street

              Ottawa
                ON K1P 5K6

              Attention: Virginia
                Schweitzer

              Facsimile: (613)
                563-9386

              E-mail:
                 vschweitzer@mccarthy.ca

            

          


    
       

      
        	
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                  Agreement

              	
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    or
      at
      such other address or facsimile transmission number as may be given by any
      of
      them to the others in writing from time to time. All such notices, requests
      or
      other communications shall be deemed to have been received when delivered or
      transmitted, or, if mailed, five (5) Business Days after the date of mailing
      thereof.

     

    8.8    ANNOUNCEMENTS

     

    Any
      public announcement or press release with respect to this Agreement by any
      party
      shall be submitted in advance for the comments of the other parties hereto.
      No
      public announcement or press release with respect to this Agreement shall be
      made by any party without the prior written approval of the other parties
      hereto, except as may be required in order for the parties hereto to comply
      with
      any applicable securities laws.

     

    8.9    COUNTERPARTS
      AND FACSIMILE

     

    This
      Agreement may be signed in counterparts and each of such counterparts shall
      constitute an original document and such counterparts, taken together, shall
      constitute one and the same instrument. Counterparts may be executed either
      in
      original or faxed form and the parties adopt any signatures received by a
      receiving fax machine as original signatures of the parties.

     

    8.10    FEES
      AND
      EXPENSES

     

    The
      Parties hereto shall be responsible for their own costs and expenses in
      connection with the transactions contemplated hereby. INII shall bear the costs
      associated with the preparation of the Financial Statements and shall continue
      to pay the costs of PricewaterhouseCoopers Inc. in its capacity as private
      receiver of INII. 

     

    (the
      remainder of this page has been left blank intentionally)

    


     

    
      	
              Purchase
                Agreement

            	
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                12

            


    

    
      

         

      

      
        

      

    

    
      



    IN
      WITNESS WHEREOF
      the
      Parties have executed this Purchase Agreement as of the day first above
      written.


    
      	 	NESRACORP
              INC. 
              Per:

               

              /s/
                Pamela Nesrallah

              Name:
                Pamela Nesrallah

              Title:
                Treasurer

              I
                have authority to bind the corporation.

              


              


              NATURAL
                NUTRITION, INC.

              Per:

              


              /s/
                Timothy J. Connolly

              Name:
                Timothy J. Connolly 

              Title:
                Chief Executive Officer

              I
                have authority to bind the corporation.

              


              Per: N/A  

              


                                    
                N/A                                   
                              
                

              Name:
                N/A

              Title:
                N/A

              I
                have authority to bind the
                corporation.

            


    

    


    
       

      
        	
                Purchase
                  Agreement

              	
                 SIGNATURE
                  PAGE

              


      

      
        

           

        

        
          

        

      

      

      

    



    SCHEDULE
      1.1(A)

     

    Assignment
      and Conveyance

     

     

    
       

      
        	
                Purchase
                  Agreement

              	
                Schedules

              


      

      
        

           

        

        
          

        

      

      

      

    


    Schedule
      1.1(L)

     

    Non-Competition
      and Non-Solicitation Agreements 

     

    


     

    
       

      
        	
                Purchase
                  Agreement

              	
                Schedules

              


      

      
        

           

        

        
          

        

      

      
        


    

    SCHEDULE
      1.1(S)

     

    Transition
      Services Contracts

     

     

     

    
       

      
         

        
          	
                  Purchase
                    Agreement

                	
                  Schedules