SALE OF ASSETS AGREEMENT

This Sale of Assets  Agreement  is  entered  into  this day by and  between  The
Vermont Witch Hazel, Co., a Vermont corporation ("Seller") whose address is 4218
Woodland  Avenue,  Burbank,  CA 91505  and The  Vermont  Witch  Hazel  Co.,  LLC
("Purchaser") whose address is 4218 Woodland Avenue, Burbank, CA 91505.

WHEREAS, the Seller is engaged in the business of manufacturing and distributing
skin and pet care products and accessories for fashion and home and is the owner
of assets  including,  but not limited to equipment,  inventories,  intellectual
property, contract rights, leasehold interests, and miscellaneous assets used in
connection with the operation of its business;

WHEREAS,  principally conducts its business at 4218 Woodland Avenue, Burbank, CA
91505;

WHEREAS, the Purchaser desires to purchase,  and the Seller desires to sell, the
all the assets used or useful,  or intended to be used,  in the operation of the
Seller's business; and

NOW THEREFORE, IT IS AGREED AS FOLLOWS:

Section 1.     Assets Purchased.  The Seller agrees to sell to the Purchaser and
the Purchaser  agrees to purchase from the Seller,  on the terms and  conditions
set  forth  in this  Agreement,  the  assets  set  forth  on  Schedule  1 hereto
("Assets").

Section 2 .    Liabilities  Assumed.  Except as  otherwise  provided  below,  at
Closing,  the  Purchaser  agrees to assume and pay,  discharge  or  perform,  as
appropriate,  all the  liabilities  and  obligations of the Seller  specifically
itemized on Schedule 2 hereto ("Assumed Liabilities").

Section 3.     Purchase Price. The purchase price for the Assets shall be all of
the membership  interests in or of Purchaser so that  Purchaser,  at the Closing
shall own 100% of Purchaser

Section 4.     Closing.

4.1 Time and Place.  The  closing  ("Closing")  of the sale and  purchase of the
Assets shall take place at 4218 Woodland Avenue, Burbank, CA 91505 at 12 noon on
December  3, 2001  ("Closing  Date"),  or at such other time as the  parties may
agree in writing.

4.2  Obligations  of Seller at the  Closing.  At the  Closing,  the Seller shall
deliver to the Purchaser the following:

     4.2.1 one or more bills of sale from the Seller conveying all of the Assets
     to the Purchaser;

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     4.2.2  a copy  of the  resolutions  of the  Seller's  board  of  directors,
authorizing  the execution,  delivery and  performance of this Agreement and any
other agreement to be entered into by the Seller in connection herewith, and the
transactions contemplated hereby;

     4.2.3  all  necessary   consents  of  third  parties,   including   without
limitation, to be assigned to and/or assumed by the Purchaser hereunder;

     4.2.4 such other assignments,  bills of sale, or instruments of conveyance,
certificates of officers,  and other documents as reasonably may be requested by
the  Purchaser  prior  to the  Closing  to  consummate  this  Agreement  and the
transactions contemplated hereby.

     4.3 Obligations of Purchaser at the Closing. At the Closing,  the Purchaser
shall  execute,  or cause to be  executed,  and shall  deliver to the Seller the
following:

     4.3.1 The VWH LLC membership interests;

     4.3.2 such  certificates  of officers and other documents as reasonably may
be requested by the Seller prior to the Closing to consummate this Agreement and
the transactions contemplated hereby.

Section 5.     Seller's  Representations  and Warranties,  The Seller represents
and warrants to the Purchaser as follows:

5.1 Corporate  Existence.  The Seller is now, and on the Closing Date will be, a
corporation duly organized, validly existing and in good standing under the laws
of the State of Vermont,  has all requisite corporate power and authority to own
its properties and assets and carry on its business and is good standing in each
jurisdiction in which such qualification is required.

5.2 Corporation Power and Authorization. The Seller has full corporate authority
to execute and deliver this Agreement and any other agreement to be executed and
delivered  by  the  Seller  in  connection  herewith,   and  to  carry  out  the
transactions  contemplated  hereby. The execution and delivery of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized by all necessary corporate and shareholder action. No other corporate
proceedings  by the Seller will be necessary to authorize  this Agreement or the
carrying out of the transactions contemplated hereby. This Agreement constitutes
a valid and binding Agreement of the Seller in accordance with its terms.

5.3 Conflict with Other Agreements Consents and -Approvals.  With respect to (i)
the articles of incorporation or bylaws of the Seller,  (ii) any applicable law,
statute,  rule or regulation,  (iii) any contract to which the Seller is a party
or may be bound, or (iv) any judgment,  order,  injunction,  decree or ruling of
any court or  governmental  authority to which the Seller is a party or subject,
the  execution  and  delivery  by the  Seller  of this  Agreement  and any other
agreement to be executed and delivered by the Seller in connection  herewith and
the consummation of the transactions  contemplated hereby will not (a) result in
any  violation,  conflict or default,  or give to others any interest or rights,
including rights of termination,  cancellation or acceleration,  (b) require any


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authorization,  consent,  approval,  exemption  or other  action by any court or
administrative or governmental  body which has not been obtained,  or any notice
to or filing with any court or administrative or governmental body which has not
been given or done,  or (c) except as set forth on  Schedule  5.3,  require  the
consent of any third party.

5.4 Compliance with Law. The Seller's use and occupancy of the Assets,  wherever
located,  has been in compliance with all applicable  federal,  state,  local or
other  governmental laws or ordinances,  the  non-compliance  with which, or the
violation  of which,  might have a material  adverse  affect on the Assets,  the
Assumed  Liabilities  or the  financial  condition,  results  of  operations  or
anticipated business prospects of the Purchaser,  and the Seller has received no
claim or notice of violation with respect  thereto.  Without in any way limiting
the  generality  of the  foregoing,  the Seller is in  compliance  with,  and is
subject to no  liabilities  under,  any and all  applicable  laws,  governmental
rules,   ordinances,   regulations  and  orders   pertaining  to  the  presence,
management, release, discharge, or disposal of toxic or hazardous waste material
or substances,  pollutants (including conventional pollutants) and contaminants.
The Seller has obtained all material  permits,  licenses,  franchises  and other
authorizations necessary for the conduct of its business.

5.5  Financial  Statements.  Attached  hereto on Schedule  5.5 are the  Seller's
(audited)  (reviewed)  financial statements for the periods ending July 31, 2000
and 2001 ("Financial  Statements").  The Financial  Statements are in accordance
with the books and records of the Seller and are true,  correct,  and  complete;
fairly present financial conditions of the Seller at the dates of such Financial
Statements  and the results of its  operations  for the periods then ended;  and
were  prepared in  accordance  with  generally  accepted  accounting  principles
applied on a basis consistent with prior accounting periods. Except as described
in this Agreement, since July 31, 1999 there has been no material adverse change
in the financial condition of the Seller.

5.6 Tax and Other Returns and Reports. (i) All federal, state, local and foreign
tax returns and reports  (including  without  limitation all income tax,  social
security, payroll, unemployment compensation,  sales and use, excise, privilege,
property,  ad valorem,  franchise,  license, and school) required to be filed by
the Seller by the Closing ("Tax  Returns") have been filed with the  appropriate
governmental agencies in all jurisdictions in which such returns and reports are
required to be filed,  and all such  returns and  reports  properly  reflect the
taxes of the Seller for the periods covered  thereby;  (ii) all federal,  state,
and local taxes, assessments,  interest, penalties, deficiencies, fees and other
governmental  charges or  impositions,  including  those  enumerated  above with
respect to the Tax Returns,  which are called for by the Tax  Returns,  or which
are  claimed to be due from the Seller by notice from any taxing  authority,  or
upon or  measured  by its  properties,  assets  or income  ("Taxes"),  have been
properly accrued or paid by or at the Closing if then due and payable; and (iii)
the reserves for Taxes  contained in the  Financial  Statements  are adequate to
cover the tax  liabilities of the Seller as of that date, and nothing other than
tax on  operations  subsequent  to the  date  of the  Financial  Statements  has
occurred subsequent to that date to make any of such reserves inadequate.

5.7 Title  to_Assets.  Except as described in Schedule 1 of this Agreement,  the
Seller  holds  good and  marketable  title  to the  Assets,  free  and  clear of
restrictions  on or conditions to transfer or assignment,  and free and clear of
liens, pledges, charges, or encumbrances.

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5.8 Intellectual Propertv Rights. Except, in each case, as set forth in Schedule
5.8:

5.8.1 The  Seller  owns,  possesses,  or has the  right to use all  intellectual
property  rights  necessary  or required to conduct  its  business as  presently
conducted, or otherwise used by the Seller;

5.8.2 no royalties or other  amounts are payable by the Seller to other  persons
by reason of the ownership or the use of the any intellectual  property owned or
used by the Seller;

5.8.3 (i) to the best knowledge of the Seller,  no product or service related to
the Seller's  business and marketed and sold by the Seller  violates any license
or infringes upon any  intellectual  property rights of others,  (ii) the Seller
has not received any notice that any such product or service  conflicts with any
intellectual  property rights of others,  and (iii) to the best knowledge of the
Seller,  there is no  reasonable  basis  to  believe  that  any such  violation,
infringement or conflict may exist;

5.8.4 The Seller is not a party to, or subject to, any contract which  currently
requires,  or upon the passage of time or occurrence of an event or  contingency
(whether of default or otherwise) will require,  the conveyance or disclosure of
secret  processes  or  formulae  related  to, any  intellectual  property of the
Seller;

5.8.5 All computer hardware and software included among the Assets and currently
used and/or  necessary  to the  conduct of the  Seller's  business,  are in good
working order;

5.8.6 Except as  described in Schedule 1, the Seller has obtained and  delivered
to the Purchaser  all consents and approvals of third parties  necessary to duly
transfer to the Purchaser all of the Seller's rights,  title and interest in and
to all of its intellectual property included among the Assets.

5.9 Labor A  Agreements  and  Dilutes,.  The  Seller is  neither a party to, nor
otherwise subject to any collective  bargaining or other agreement governing the
wages, hours, and terms of employment of the Seller's  employees.  The Seller is
not aware of any labor  dispute  or labor  trouble  involving  employees  of the
Seller,  nor has there been any such  dispute or trouble  during the three years
preceding the date of this Agreement.

5.19 ERISA and Related  Matters.  Schedule 5.10 sets forth a description  of all
"Employee  Welfare  Benefit  Plans" and  "Employee  Pension  Benefit  Plans" (as
defined in ss.ss. 3(1) and 3(2), respectively, of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) existing on the date hereof that are
or have been  maintained or  contributed  to by the Seller.  Except as listed on
Schedule  5.10,  the  Seller  does  not  maintain  any  retirement  or  deferred
compensation  plan,  savings,  incentive,  stock option or stock  purchase plan,
unemployment  compensation  plan,  vacation pay, severance pay, bonus or benefit
arrangement,  insurance or  hospitalization  program or any other fringe benefit
arrangement  for any  employee,  consultant  or  agent  of the  Seller,  whether
pursuant to contract, arrangement, custom or informal understanding,  which does
not constitute an "Employee Benefit Plan" (as defined in ss. 3(3) of ERISA), for
which the Seller may have any ongoing  material  liability  after  Closing.  The
Seller does not maintain nor has it ever contributed to any  Multiemployer  Plan
as defined by ss.  3(37) of ERISA.  The Seller does not  currently  maintain any

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Employee  Pension Benefit Plan subject to Title IV of ERISA.  There have been no
"prohibited  transactions"  (as described in ss. 406 of ERISA or ss. 4975 of the
Code) with respect to any  Employee  Pension  Benefit  Plan or Employee  Welfare
Benefit  Plan  maintained  by the Seller as to which the Seller has been party a
party.  As to any  employee  pension  benefit  plan listed on Schedule  5.10 and
subject to Title IV of ERISA, there have been no reportable events (as such term
is defined in ss. 4043 of ERISA).

5.11 Non-cancelable Contracts. At the time of Closing, there will be no material
leases,  employment contracts,  contracts for services or maintenance,  or other
similar contracts existing or relating to or connected with the operation of the
Seller's business not cancelable within 180 days, except those Agreements listed
on Schedule 5.11.

5.12  Government  Contracts.  Except as disclosed in Schedule  5.12, to the best
knowledge of the Seller,  the Seller has not entered into any contract  with the
United  States  government  or and agency,  department,  instrumentality,  prime
contractor or higher-tier  subcontractor  thereof ("Government  Contract").  The
Seller  is not a party to any  Governments  Contracts  that  require  access  to
classified  information,  and there are no security clearances necessary for the
operation of the Seller's  business.  To the best  knowledge of the Seller,  and
except as disclosed on Schedule 5.12, there are no outstanding quotations,  bids
or   proposals   submitted   by  the  Seller  to  any  agency,   department   or
instrumentality  of the United  States  government  or to a prime  contractor or
higher-tier subcontractor thereof.

5.13  Litigation.  The  Seller  has  no  knowledge  of  any  claim,  litigation,
proceeding, or investigation pending or threatened against the Seller that might
result in any  material  adverse  change in the  business or condition of Assets
being conveyed under this Agreement.

5.14  Brokerage.  Neither the Seller has employed any broker,  finder or similar
agent in connection with the  transactions  contemplated  by this Agreement,  or
taken  action  that would  give rise to a valid  claim  against  any party for a
brokerage commission, finder's fee, or similar compensation.

5.15 Accuracy of Representations and Warranties.  None of the representations or
warranties  of the Seller  contain or will  contain  any untrue  statement  of a
material  fact or omit or will omit or  misstate a material  fact  necessary  in
order to make statements in this Agreement not  misleading.  The Seller knows of
no fact that has resulted, or that in the reasonable judgment of the Seller will
result in a material change in the business, operations, or assets of the Seller
that has not been set forth in this  Agreement  or  otherwise  disclosed  to the
Purchaser.

Section 6.     Representations  of  Purchaser.   The  Purchaser  represents  and
warrants as follows:

6.1 Limited  Liability  Company.  The  Purchaser is now, and on the Closing Date
will be, a limited  liability  company duly organized,  validly  existing and in
good standing under the laws of the State of California, has all requisite power
and  authority  to  enter  into  this  Agreement  and  perform  its  obligations
hereunder,

6.2 Authorization.  The Purchaser has full authority to execute and deliver this
Agreement and any other  agreement to be executed and delivered by the Purchaser
in connection herewith,  and to carry out the transactions  contemplated hereby.
The  execution  and  delivery  of this  Agreement  and the  consummation  of the
transactions  contemplated  hereby have been duly  authorized  by all  necessary

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corporate  action.  No other  proceedings  by the Purchaser will be necessary to
authorize  this Agreement or the carrying out of the  transactions  contemplated
hereby.  This  Agreement each  constitutes a valid and binding  Agreement of the
Seller in accordance with their terms.

6.3 Conflict with Other Agreements,  Consents and Approvals. With respect to (i)
the articles or regulations of the Purchaser,  (ii) any applicable law, statute,
rule or regulation,  (iii) any contract to which the Purchaser is a party or may
be bound, or (iv) any judgment, order, injunction, decree or ruling of any court
or  governmental  authority to which the  Purchaser  is a party or subject,  the
execution  and  delivery  by the  Purchaser  of this  Agreement  and  any  other
agreement to be executed and delivered by the  Purchaser in connection  herewith
and the consummation of the transactions contemplated hereby will not (a) result
in any violation, conflict or default, or give to others any interest or rights,
including rights of termination,  cancellation or  acceleration,  or (b) require
any authorization,  consent, approval, exemption or other action by any court or
administrative or governmental  body which has not been obtained,  or any notice
to or filing with any court or administrative or governmental body which has not
been given or done.

6.4  Employees.  The  Purchaser  shall offer  employment  to all of the Seller's
employees  listed on Schedule  6.4 and the Seller  shall use its best efforts to
assure the orderly  transfer of those employees to the Purchaser.  All employees
will continue to receive the same  compensation  as they are receiving as of the
date of this  Agreement,  subject to such changes as the  Purchaser may approve.
The Seller shall be responsible for payment of all  compensation  payable to all
of the Seller's  employees who become  employees of the Purchaser for the period
through and  including  the Closing  Date and shall retain all  liabilities  and
obligations  with respect to employees who are not transferred to the Purchaser.
Each of the  Seller's  employees  who are  transferred  to the  Purchaser  shall
receive  credit for the period  such  employee  was  employed  at the Seller for
purposes of determining severance,  family leave, disability and future vacation
after transfer to the Purchaser. If the Purchaser terminates any of the Seller's
former  employees  during the 30 day period  immediately  following  the Closing
Date,  the Seller shall  reimburse  the Purchaser for severance and vacation pay
paid to those  employees.  The Purchaser  shall be responsible for severance and
vacation  pay for any of the Seller's  former  employees  retained  more than 30
days.

6.5  Brokerage.  The  Purchaser  has not employed any broker,  finder or similar
agent in connection with the  transactions  contemplated  by this Agreement,  or
taken  action  that would  give rise to a valid  claim  against  any party for a
brokerage commission, finder's fee, or similar compensation.

6.6 Accuracy of Representations  and Warranties.  None of the representations or
warranties  of the Purchaser  contain or will contain any untrue  statement of a
material  fact or omit or will omit or  misstate a material  fact  necessary  in
order to make the statements contained herein not misleading.

Section 7      Conditions Precedent to Purchaser's  Obligations.  The obligation
of the Purchaser to purchase the Assets is subject to the fulfillment,  prior to
or at the Closing Date, of each of the following conditions,  any one or portion
of which may be waived in writing by the Purchaser:

7.1 Representations  Warranties and Covenants of Seller. The representations and
warranties of the Seller contained  herein and the information  contained in the
Schedules and any other  documents  delivered by the Seller in  connection  with

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this  Agreement  shall be true  and  correct  in all  material  respects  at the
Closing;  and the Seller shall have performed all  obligations and complied with
all  agreements,   undertakings,  covenants  and  conditions  required  by  this
Agreement to be performed or complied with by it or prior to the Closing.

7.2 Licenses and Permits.  The  Purchaser  shall have  obtained all licenses and
permits  from public  authorities  necessary  to  authorize  the  ownership  and
operation of the business of the Seller.

7.3 Consents.  The Purchaser shall have obtained any consents to the assignments
of any agreements to the Purchaser.

7.4 Conditions of the Business. There shall have been no material adverse change
in the manner of operation of the Seller's business prior to the Closing Date.

7.5 No  Suits  or  Actions.  At the  Closing  Date no  suit,  action,  or  other
proceeding  shall have been  threatened or instituted  to restrain,  enjoin,  or
otherwise  prevent  the  consummation  of  this  Agreement  or the  contemplated
transactions.

Section 8.     Conditions   Precedent  to   Obligations   of  the  Seller.   The
obligations of the Seller to consummate the  transactions  contemplated  by this
Agreement  are subject to the  fulfillment,  prior to or at the Closing Date, of
each of the following conditions, any one or a portion of which may be waived in
writing by the Seller;

8.1 Representations, Warranties. and Covenants of Purchaser. All representations
and warranties  made in this Agreement by the Purchaser  shall be true as of the
Closing Date as fully as though such  representations  and  warranties  had been
made on and as of the Closing Date, and the Purchaser shall not have violated or
shall not have failed to perform in  accordance  with any covenant  contained in
this Agreement.

Section 9.  Purchaser's  Acceptance.  The Purchaser  represents and acknowledges
that it has  entered  into this  Agreement  on the basis of it own  examination,
personal knowledge,  and opinion of the value of the business. The Purchaser has
not relied on any representations  made by the Seller other than those specified
in this Agreement.  The Purchaser  further  acknowledges that the Seller has not
made any  agreement  or  promise  to  repair  or  improve  any of the  leasehold
improvements,  equipment, or other personal property being sold to the Purchaser
under this  Agreement,  and that the  Purchaser  takes all such  property in the
condition  existing an the date of this Agreement,  except as otherwise provided
in this Agreement.

Section 10.    Indemnification and Survival

10.1  Survival  of  Representations  and  Warranties.  All  representations  and
warranties  made in this Agreement  shall survive the Closing of this Agreement,
except that any party to whom a representation or warranty has been made in this
Agreement  shall be deemed to have  waived  any  misrepresentation  or breach of
representation  or warranty of which such party had knowledge  prior to Closing.
Any  party  learning  of a  misrepresentation  or breach  of  representation  or

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warranty under this Agreement shall  immediately  give written notice thereof to
all other parties to this Agreement.  The representations and warranties in this
Agreement   shall   terminate  two  years  from  the  Closing  Date,   and  such
representations  or  warranties  shall  thereafter  be without  force or effect,
except any claim with  respect to which notice has been given to the party to be
charged prior to such expiration date.

10.2 Seller's Indemnification.

10.2.1  The  Seller  hereby  agrees  to  indemnify  and hold the  Purchaser,  it
successors, and assigns harmless from and against:

10.2.2 (i) Any and all damages,  losses, claims,  liabilities,  deficiencies and
obligations of every kind and description,  contingent or otherwise, arising out
of or related to the  operation of the Seller's  business  prior to the close of
business on the day before the Closing Date, except for damages, losses, claims,
liabilities, deficiencies and obligations of the Seller expressly assumed by the
Purchaser under this Agreement or paid by insurance maintained by the Seller, or
the  Purchaser,  (ii) any  liability or obligation of the Seller which is not an
Assumed  Liability,  (iii) any and all damage or deficiency  resulting  from any
material misrepresentation, breach of warranty or covenant, or nonfulfillment of
any agreement on the part of the Seller under this  Agreement,  and (iv) any and
all  actions,  suits,  claims,  proceedings,   investigation,  audits,  demands,
assessments,  fines,  judgments,  costs and other expenses  (including,  without
limitation,  reasonable  audit  and  attorneys  fees)  incident  to  any  of the
foregoing.

10.2.3 Purchaser's  Indemnification.  The Purchaser agrees to defend, indemnify,
and  hold  harmless  the  Seller  from  and  against  (i) any  and  all  claims,
liabilities,  and  obligations of every kind and  description  arising out of or
related to the operation of the business following Closing or arising out of the
Purchaser's  failure  to  perform  obligations  of  the  Seller  assumed  by the
Purchaser pursuant to this Agreement;  (ii) after the Closing,  any liability or
obligation of the Seller which is an Assumed Liability, (iii) any and all damage
or deficiency resulting from any material misrepresentation,  breach of warranty
or covenant,  or  nonfulfillment  of any  agreement on the part of the Purchaser
under this Agreement, and (iv) any and all actions, suits, claims,  proceedings,
investigation,  audits, demands, assessments,  fines, judgments, costs and other
expenses  (including,  without limitation,  reasonable audit and attorneys fees)
incident to any of the foregoing.

Section 11.    Bulk  Transfers.  The Purchaser  waives  compliance by the Seller
with the Vermont Bulk Transfers Article of the Uniform  Commercial Code, and any
other similar laws in any applicable jurisdiction  (collectively "Bulk Transfers
Law") in respect to the transactions  contemplated by this Agreement. The Seller
shall  indemnify  the  Purchaser  from,  and  hold  it  harmless  against,   any
liabilities,  damages,  costs and expenses  resulting from or arising out of (i)
the parties'  failure to comply with any Bulk  Transfers Law with respect to the
transactions  contemplated by this Agreement, or (ii) any action brought or levy
made as a result  thereof,  except for the  Assumed  Liabilities.  If the Seller
fails to  comply  with the  provisions  of this  Section  and the  Purchaser  is
required  to pay any  creditor  of the Seller in order to protect  the  property
purchased  under this Agreement from claims or liens of the Seller's  creditors,
except  those assumed by the Purchaser, then the Purchaser may offset the amount

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it pays  against  the balance  due the Seller on the Note by  furnishing  to the
Seller  proof  of such  payment  in the  form of a  receipt  from  the  creditor
involved.

Section 12.    Miscellaneous Provisions.

Section 12.1.  Notices.  Any notice under this Agreement shall be in writing and
shall be effective  when actually  delivered in person or three days after being
deposited  in the U. S. mail,  registered  or  certified,  postage  prepaid  and
addressed  to the party at the address  stated in this  Agreement  or such other
address as either party may designate by written notice to the other.

     Section  12.2  Assignment.   Except  as  otherwise   provided  within  this
Agreement,  neither party hereto may transfer or assign this  Agreement  without
prior written consent of the other party.

     Section  12.3  Law  Governing.  This  Agreement  shall be  governed  by and
construed in accordance with the laws of the State of Vermont.

     Section 12.4 Attorney Fees. In the event an arbitration,  suit or action is
brought by any party under this Agreement to enforce any of its terms, or in any
appeal  therefrom,  it is agreed that the prevailing  party shall be entitled to
reasonable  attorneys fees to be fixed by the  arbitrator,  trial court,  and/or
appellate court.

     Section 12.5 Titles and Captions. All article, section and paragraph titles
or captions  contained in this Agreement are for convenience  only and shall not
be deemed part of the context nor affect the interpretation of this Agreement.

     Section 12.6 Pronouns and Plurals.  All pronouns and any variations thereof
shall be deemed to refer to the masculine,  feminine, neuter, singular or plural
as the identity of the Person or Persons may require.

     Section  12.7  Entire  Agreement.   This  Agreement   contains  the  entire
understanding   between  and  among  the  parties  and   supersedes   any  prior
understandings  and agreements  among them respecting the subject matter of this
Agreement.

     Section 12.8 Agreement  Binding.  This Agreement  shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.

     Section 12.9 Further  Action.  The parties hereto shall execute and deliver
all documents,  provide all information and take or forbear from all such action
as may be necessary or appropriate to achieve the purposes of this Agreement.

     Section 12.10 Good Faith Cooperation and Due Diligence.  The parties hereto
covenant,  warrant and represent to each other good faith, complete cooperation,
due diligence and honesty in fact in the  performance of all  obligations of the
parties  pursuant to this  Agreement.  All promises and covenants are mutual and
dependent.

SALE OF ASSETS AGREEMENT
Page 9

<PAGE>

     Section  12.1 1  Counterparts.  This  Agreement  may be executed in several
counterparts and all so executed shall constitute one Agreement,  binding on all
the  parties  hereto even  though all the  parties  are not  signatories  to the
original or the same counterpart.

     Section 12.12 Parties in Interest.  Nothing herein shall be construed to be
to the benefit of any third party,  nor is it intended that any provision  shall
be for the benefit of any third party.

     Section 12.13 Savings Clause.  If any provision of this  Agreement,  or the
application  of such  provision  to any  person or  circumstance,  shall be held
invalid,  the remainder of this Agreement,  or the application of such provision
to persons  or  circumstances  other than those as to which it is held  invalid,
shall not be affected thereby.

Dated as of December 3, 2001

Signatures

The Vermont Witch Hazel Co.

By.

 /s/ Deborah Duffy
----------------------
President

The Vermont itch Hazel Co., LLC

By:

 /s/ Deborah Duffy
----------------------
Deborah Duffy, Manager




SALE OF ASSETS AGREEMENT
Page 10

<PAGE>

                                   SCHEDULE 1.
                            (As of December 3, 2001)


Cash                                                                     $   404
Accounts receivable                                                          104
Furniture and equipment                                                    6,141
Inventory                                                                 82,527
                                                                         -------
                                                                         $89,176


Registered Trademark (The Vermont Witch Hazel Co.)
Trademarks pending Patents pending
Formulas
Brands


<PAGE>

                                   SCHEDULE 2.
                            (As of December 2, 2001)

Accounts Payable                                                         $26,059
Accrued liabilities                                                       21,017
Advances due stockholders                                                 11,050
Notes payable                                                             20,000
                                                                         -------
                                             Total current liabilities   $78,126



<PAGE>

                                  BILL OF SALE
                                  ------------

For Ten Dollars ($10.00) and other good and valuable consideration,  The Vermont
Witch Hazel Co., a Vermont  corporation,  sells and assigns to The Vermont Witch
Hazel Co., LLC., a California  limited liability  company,  the assets listed on
the attached Schedule 1, which is incorporated herein.

Signed this 3rd day of December, 2001.

The Vermont Witch Hazel Co.

By:

 /s/ Deboran Duffy
------------------------
Deboran Duffy, President