Brand Neue Corp.: Exhibit 10.1 - Filed by newsfilecorp.com






PURCHASE AND SALE AGREEMENT 

THIS AGREEMENT dated for reference the 30th day of September,
2010. 

AMONG: 

TRIUNITY INTERNATIONAL INC.
with an office at One Plaza South #169, 
Tahlequah, OK 74464 

(herein called the “Vendor”) 

AND: 

VOYAGER HEALTH TECHNOLOGIES
CORP., a corporation to be incorporated under the 
laws of the State of
Nevada with its executive office at 3470 E. Russell Rd., Suite 58 Las Vegas,

Nevada, 89120 

(herein called “Purchaser”) 

WHEREAS: 

	A. 	
      The Vendor has developed several products and maintains
      certain proprietary and or trademark product names, formulas, ingredient
      lists, blends and technology for the Vendor's nutraceutical products
      (herein called the “Products”). The products as produced by the
      Vendor are marketed under the product names and or trademarks listed in
      Schedule 1.

	 	 
	B 	
      The Vendor's proprietary rights and or trademark rights
      are designated herein together as constituting the Intellectual Property
      rights (herein called the “IP Rights”). The proprietary (“The Vendors
      Proprietary Right”) and or trademark (“The Vendors Trademark Right”)
      rights are more particularly described in Schedule 1 to this
    Agreement.

	 	 
	C 	
      The Purchaser wishes to acquire from the Vendor and the
      Vendor agrees to sell to the Purchaser all IP Rights, The Vendors
      Proprietary Right, The Vendors Trademark Right, database of existing
      distributors, and company marketing capabilities for the products,
      including the transfer and assistance in transferring the existing
      manufacturing agreements for the Products listed in Schedule
  1.



NOW THEREFORE in consideration of the premises and the
respective covenants, agreements representations, warranties and indemnities of
the parties herein contained and for other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged) the parties hereto
covenant and agree as follows: 

	1. 	
      DEFINED TERMS

	 	 	 
	1.1 	
      For the purposes of this Agreement, unless the context
      otherwise requires, the following terms will have the respective meanings
      set out below and grammatical variations of such terms will have
      corresponding meanings:

	 	 	 
		(a) 	
      “Business Day” means any day which is not a Saturday,
      Sunday or statutory holiday in the United States;

	 	 	 
		(b) 	
      “Closing” means the completion of the transactions
      contemplated in this Licence Agreement;

	 	 	 
		(c) 	
      “Closing Date” means September 1, 2010, or such other
      date as the Vendor and the Purchaser may mutually determine;

	 	 	 
		(d) 	
      “IP Rights” has the meaning as ascribed in the whereas
      Clause B above.



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	1.2 	
      Currency. Unless otherwise indicated, all dollar
      amounts in this Agreement are expressed in United States funds.

	 	 
	1.3 	
      Sections and Headings. The division of this
      Agreement into Articles, sections and subsections and the insertion of
      headings are for convenience of reference only and will not affect the
      interpretation of this Agreement. Unless otherwise indicated, any
      reference in this Agreement to an Article, section, subsection or Schedule
      refers to the specified Article, section or subsection of or Schedule to
      this Agreement.

	 	 
	1.4 	
      Number, Gender and Persons. In this Agreement,
      words importing the singular number only will include the plural and vice
      versa, words importing gender will include all genders and words importing
      persons will include individuals, corporations, partnerships,
      associations, trusts, unincorporated organizations, governmental bodies
      and other legal or business entities of any kind whatsoever.

	 	 
	1.5 	
      Accounting Principles. Except as otherwise stated,
      any reference in this Agreement to generally accepted accounting
      principles refers to generally accepted accounting principles that have
      been established in the United States of America, including those approved
      from time to time by the American Institute of Certified Public
      Accountants or any successor body thereto.

	 	 
	1.6 	
      Entire Agreement. This Agreement constitutes 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.

	 	 
	1.7 	
      Time of Essence. Time will be of the essence of
      this Agreement.

	 	 
	1.8 	
      Applicable Law. This Agreement will be construed,
      interpreted and enforced in accordance with, and the respective rights and
      obligations of the parties will be governed by, the laws of the State of
      Nevada. All claim demands, disputes, controversies, differences, or
      misunderstandings between the Parties relating to this Agreement shall be
      settled by arbitration before one arbitrator to be appointed in accordance
      with the rules of the American Association of Arbitration, such proceeding
      to be held in Las Vegas in the English language and judgment upon the
      award rendered by the arbitrator may be entered in any court having
      jurisdiction thereof.

	 	 
	1.9 	
      Amendments and Waivers. No amendment or waiver of
      any provision of this Agreement will be binding on either party unless
      consented to in writing by such party. No waiver of any provision of this
      Agreement will constitute a waiver of any other provision, nor will any
      waiver constitute a continuing waiver unless otherwise provided.

	 	 
	1.10 	
      Adjustments for Stock Splits, Etc. Wherever in
      this Agreement there is a reference to a specific number of shares of
      stock of the Purchaser, then, upon the occurrence of any subdivision,
      combination or stock dividend of such stock, the specific number of shares
      so referenced in this Agreement shall automatically be proportionally
      adjusted to reflect the effect on the outstanding shares of such class or
      series of stock by such subdivision, combination or stock
  dividend.

	 	 
	1.11 	
      Schedules. The following Schedule is attached to
      and form part of this Agreement: All terms defined in the body of this
      Agreement will have the same meaning in the Schedule attached
    hereto.



Schedule 1 - Description of
proprietary rights and trademarks 

	2. 	
      PURCHASE PRICE

	 	 
	2.1 	
      The Purchaser shall pay the Vendor $150,000 plus the
      royalty specified in 2.2 below, for ownership of all the Vendor’s product
      names, proprietary rights, trademarks, product formulas or ingredient
      lists, contracts and agreements related to the products listed in Schedule
      1. Payment shall be made in three equal instalments on signing of this Agreement, on November 1,
      and on December 1, 2010. In addition, the Purchaser shall pay the Vendor
      for bottles of Fitness Magic at the price of $4.47, and $4.67 for product
      delivered to the Purchaser’s fulfillment house. Product will
      be picked up from the Vendor’s San Diego office by Ken Burgess within 24
      hours of payment for product, such payment to be made on September 30,
      2010. Greg Gunderson will also be able to participate in the test market
      program receiving an agreed upon amount of product to use during the test
  market period.



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	2.2 	
      After the test market is completed, the
      Purchaser will pay the Vendor a royalty equal to $0.20 for each bottle of
      Fitness Magic manufactured and for each 15 sample packs manufactured by
      the Purchaser. Royalty to be paid when the fulfillment house has received
      and counted product. This royalty will remain in full force and payable to
      Vendor even if the Purchaser renames or changes in any way the original
      base formula as manufactured by FAF in Colorado. The royalty payments will
      cease upon any governmental action which makes any of the products on
      Schedule 1 illegal.

	 	 	 
	2.3 	
      The parties acknowledge and agree that upon Closing, the
      ownership structure of the Purchaser shall be as follows:

	 	 	 
		(a) 	
      10% owned by the Vendor;

	 	 	 
		(b) 	
      45% owned by PJT Marketing Inc.; and

	 	 	 
		(c) 	
      45% owned by Matata Capital LLC, a Delaware
    company.

	 	 	 
		(d) 	
      The parties agree that they will each exchange 51% of
      their shares for their proportionate share of 2,000,000 shares of Brand
      Neue Corporation.

	 	 	 
	2.4 	
      The Vendor will be an independent distributor and granted
      immediate and permanent title of”Diamond” distributor under the
      Purchaser’s compensation plan.

	 	 	 
	2.5 	
      The Vendor will provide the services of Greg Gunderson or
      (Greg's company) as a consultant or independent contractor for a fee of
      $12,000 beginning in October, 2010, less commissions earned by the Vendor
      as an independent distributor of Purchaser until 24 payments have been
      received. From company start up date, Greg Gunderson will be paid
      distributor commissions from downline earnings based upon his title of
      ”Qualified Diamond” each pay period for 8 months. Diamond title is
      permanent. After 8 months commissions from qualified Diamond will revert
      to natural earnings based upon actual compensation plan
    qualification

	 	 	 
	2.6 	
      As a consultant to Purchaser, Greg Gunderson will work
      with Bob Middleton in the development period to set up Purchaser. After
      the development and set up of Purchaser Greg will continue as a consultant
      to Purchaser providing ongoing support including but not limited to
      assisting with communications with all of the labs and product development
      relationships Greg maintains with regards to his existing products and
      formulas and any future products and formulas that Greg may contribute to
      Purchaser. Greg will visit the labs with Tony Rich and Bob Middleton to
      inspect the facilities, coordinate packaging, discuss pricing, and to
      extend his existing manufacturing contract to a new contract to be signed
      by a principle of Purchaser. .As soon as the first payment is made under
      this contract, Greg will not have exclusivity of communication with FAF,
      but will facilitate the existing manufacturing contacts to the Purchaser
      and assist in that process. This transfer process will be applicable to
      all products listed on the product Schedule 1 attached

	 	 	 
	2.7 	
      Bob Middleton will provide Greg with a 30 day notice
      before the product test market begins. During this 30- day period Greg
      will transfer his database of distributors as is with all sponsorships
      intact, into and directly under Greg's new distributor position with
      Purchaser. There will be no orphans from any and all distributors that
      need a sponsor in Greg's existing data bases. All databases currently
      belonging to Greg and his company will be sponsored by Greg Gunderson, or
      another existing leader from Greg's group. No other person or entity will
      sponsor or control the sponsorship of Greg's existing distributors and
      total data base, except determined by Greg. Greg will be sponsored into
      the Purchaser directly under Ken Burgess. Greg will work with
  Bob Middleton and Ken Burgess to make sure the process is
      correct. Greg will work with Bob and Ken to promote the transition and
      Greg will continue to ship product until the start of the Soft-launch
      which will follow the 30 day period. This may be extended to accommodate
      software development. At the beginning of the Soft-launch Greg will be
      prohibited to compete with Purchaser by promoting any other nutritional
  products, nutritional programs or nutritional companies.



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	2.8 	
      Unless agreed on by Greg and Purchaser, Greg will not
      re-formulate, re-name, or market products similar to those in this
      agreement for the term of this agreement.

	 	 
	2.9 	
      Greg Gunderson hereby agrees that at the onset of the
      test market period he will not re-formulate, re-sell, or otherwise compete
      in the marketplace, either through Internet sales, MLM sales, or any other
      kind of sales, the products listed in Schedule "A" for as long as this
      contract shall remain in force.





	3. 	
      INDEMNIFICATION, REMEDIES,
  SURVIVAL

	 	 	 	 
	3.1 	
      For the purposes of this Section 8 the terms
      “Loss” and “Losses” mean any and all demands, claims,
      actions or causes of action, assessments, losses, damages, liabilities,
      costs, and expenses, including without limitation, interest, penalties,
      fines and reasonable attorneys, accountants and other professional fees
      and expenses, but excluding any indirect, consequential or punitive
      damages suffered by Vendor or Purchaser including damages for lost profits
      or lost business opportunities.

	 	 	 	 
	3.2 	
      Agreement of Vendor to Indemnify

	 	 	 	 
		(a) 	
      Vendor will indemnify, defend, and hold harmless, to the
      full extent of the law, for a period of three years from the date of this
      Agreement, the Purchaser and its shareholders from, against, and in
      respect of any and all Losses asserted against, relating to, imposed upon,
      or incurred by the Purchaser and its shareholders by reason of, resulting
      from, based upon or arising out of:

	 	 	 	 
			(i) 	
      the breach by Vendor of any representation or warranty of
      Vendor contained in or made pursuant to this Agreement, any Vendor
      document or any certificate or other instrument delivered pursuant to this
      Agreement; or

	 	 	 	 
			(ii) 	
      the breach or partial breach by Vendor of any covenant or
      agreement of Vendor made in or pursuant to this Agreement, any Vendor
      document or any certificate or other instrument delivered pursuant to this
      Agreement.

	 	 	 	 
	3.3 	
      Agreement of Purchaser to Indemnify

	 	 	 	 
		(a) 	
      Purchaser will indemnify, defend, and hold harmless, to
      the full extent of the law, for a period of three years from the date of
      this Agreement, the Vendor from, against, for, and in respect of any and
      all Losses asserted against, relating to, imposed upon, or incurred by
      Vendor by reason of, resulting from, based upon or arising out
  of:

	 	 	 	 
			(i) 	
      the breach by Purchaser of any representation or warranty
      of Purchaser contained in or made pursuant to this Agreement, any
      Purchaser document or any certificate or other instrument delivered
      pursuant to this Agreement; or

	 	 	 	 
			(ii) 	
      the breach or partial breach by Purchaser of any covenant
      or agreement of Purchaser made in or pursuant to this Agreement, any
      Purchaser document or any certificate or other instrument delivered
      pursuant to this Agreement.

	 	 	 	 
	4. 	
      REPRESENTATIONS AND WARRANTIES OF THE
      VENDOR

	 	 	 	 
	4.1 	
      The Vendor represents and warrants to the Purchaser, with
      the intent that the Purchaser will rely thereon in entering into this
      Agreement and in concluding the transactions contemplated hereby, as
      follows:



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	 	(a) 	
      Vendor warrants that to the best of its knowledge the use
      of the IP Rights as intended through this Agreement, does not infringe
      upon the rights of third parties;

	 	 	 	 
	 	(b) 	
      Vendor warrants that to the best of its knowledge the IP
      Rights is valid, maintained and enforceable towards third parties
      worldwide.

	 	 	 	 
	 	(c) 	
      the execution and delivery of this Agreement and the
      completion of the transactions contemplated hereby have been duly and
      validly authorized by all necessary limited liability company action on
      the part of the Vendor, and this Agreement constitutes a valid and binding
      obligation of the Vendor enforceable against the Vendor in accordance with
      its terms; except as enforcement may be limited by bankruptcy, insolvency
      and other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

	 	 	 	 
	 	(d) 	
      Neither the execution and delivery of this Agreement nor
      the performance of the Vendor’s obligations hereunder will:

	 	 	 	 
	 		(i) 	
      violate or constitute default under any order, decree,
      judgment, statute, by-law, rule, regulation, or restriction applicable to
      the Vendor, the IP Rights, or any contract, agreement, instrument,
      covenant, mortgage, or security, to which the Vendor is a party or which
      are binding upon the Vendor,

	 	 	 	 
	 		(ii) 	
      to the knowledge of the Vendor, result in any fees,
      duties, taxes, assessments, penalties or other amounts becoming due or
      payable by the Purchaser under any sales tax legislation. .

	 	 	 	 
	 		(iii) 	
      give rise to the creation or imposition of any
      encumbrance on the IP Rights,

	 	 	 	 
	 		(iv) 	
      violate or constitute default under any license, permit,
      approval, consent or authorization held by the Vendor, or

	 	 	 	 
	 		(v) 	
      violate or trigger any liability on behalf of the
      Purchaser pursuant to any legislation governing the licensing of the IP
      Rights by the Vendor;

	 	 	 	 
	 	(e) 	
      the Vendor owns and has good and marketable title to the
      IP Rights free and clear of all encumbrances of every kind and nature
      whatsoever;

	 	 	 	 
	 	(f) 	
      no person other than the Purchaser has any written or
      oral agreement or option or any right or privilege (whether by law,
      pre-emptive or contractual) capable of becoming an agreement or option for
      the purchase or acquisition from the Vendor of any of the IP
  Rights;

	 	 	 	 
	 	(g) 	
      There are no actions, suits, proceedings, investigations,
      complaints, orders, directives, or notices of defect or noncompliance by
      or before any court, governmental or domestic commission, department,
      board, tribunal, or authority, or administrative, licensing, or regulatory
      agency, body, or officer issued, pending, or to the best of the Vendor’s
      knowledge threatened against or affecting the Vendor or in respect of the
      IP Rights; and

	 	 	 	 
	 	(h) 	
      there is no requirement applicable to the Vendor to make
      any filing with, give any notice to or to obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      governmental or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this Agreement, except
      for the filings, notifications, licenses, permits, certificates,
      registrations, consents and approvals described in Schedule 2 - Consents,
      or that relate solely to the identity of the Purchaser or the nature of
      any business carried on by the Purchaser except for the notifications,
      consents and approvals described in Schedule 2 –
  Consents.



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	5. 	
      REPRESENTATIONS OF THE PURCHASER

	 	 	 
	5.1 	
      The Purchaser represents and warrants to the Vendor as
      follows, with the intent that the Vendor will rely thereon in entering
      into this Agreement and in concluding the transactions contemplated
      hereby, that:

	 	 	 
		(a) 	
      the Purchaser will be a corporation duly incorporated,
      validly existing, and in good standing under the laws of the State of
      Nevada and has the power, authority, and capacity to enter into this
      Agreement and to carry out its terms;

	 	 	 
		(b) 	
      the execution and delivery of this Agreement and the
      completion of the transactions contemplated hereby has been duly and
      validly authorized by all necessary corporate action on the part of the
      Purchaser, and this Agreement constitutes a valid and binding obligation
      of the Purchaser enforceable against the Purchaser in accordance with its
      terms; except as enforcement may be limited by bankruptcy, insolvency and
      other laws affecting the rights of creditors generally and except that
      equitable remedies may be granted only in the discretion of a court of
      competent jurisdiction;

	 	 	 
		(c) 	
      there is no requirement for the Purchaser to make any
      filing with, give any notice to or obtain any license, permit,
      certificate, registration, authorization, consent or approval of, any
      government or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this Agreement;

	 	 	 
		(d) 	
      neither the execution and delivery of this Agreement nor
      the performance of the Purchaser’s obligations hereunder will violate or
      constitute a default under the constating documents, by-laws, or articles
      of the Purchaser, any order, decree, judgment, statute, by-law, rule,
      regulation, or restriction applicable to the Purchaser, or any contract,
      agreement, instrument, covenant, mortgage or security to which the
      Purchaser is a party or which are binding upon the Purchaser;

	 	 	 
		(e) 	
      The Shares to be issued to the Vendor under this
      Agreement will, when so issued, be duly authorized, validly issued, fully
      paid, non-assessable, free of any encumbrances and not subject to any
      pre-emptive rights or rights of first refusal created by statute or the
      charter documents or Bylaws of Purchaser or any agreement to which
      Purchaser is a party or is bound and will be issued in compliance with
      federal and state securities laws;

	 	 	 
		(f) 	
      Except as disclosed herein, (i) there are no actions,
      suits, proceedings, investigations, complaints, orders, directives, or
      notices of defect or non-compliance by or before any court, governmental
      or domestic commission, department, board, tribunal, or authority, or
      administrative, licensing, or regulatory agency, body, or officer issued,
      pending, or to the best of the Purchaser’s knowledge threatened against or
      affecting the Purchaser; and (ii) the Purchaser is in compliance in all
      material respects with all applicable laws applicable to Purchaser and its
      business; and

	 	 	 
		(g) 	
      The Purchaser will use its reasonable best efforts to
      ensure the commercial success of the Products during the life of this
      Agreement.

	 	 	 
	6. 	
      NON MERGER

	 	 	 
	6.1 	
      The representations, warranties, covenants, and
      agreements of the Vendor contained herein and those contained in the
      documents and instruments delivered pursuant hereto or in connection
      herewith will survive the Closing Date and the term of this Agreement, and
      notwithstanding the completion of the transactions contemplated hereby,
      the waiver of any condition contained herein (unless such waiver expressly
      releases the Vendor of such representation, warranty, covenant, or
      agreement), or any investigation by the Purchaser, same will remain in
      full force and effect.



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	6.2 	
      The representations, warranties, covenants, and
      agreements of the Purchaser contained herein and those contained in the
      documents and instruments delivered pursuant hereto or in connection
      herewith will survive the Closing Date and the term of this Agreement, and
      notwithstanding the completion of the transactions contemplated hereby,
      the waiver of any condition contained herein (unless such waiver expressly
      releases the Purchaser of such representation, warranty, covenant, or
      agreement), or any investigation by the Vendor, same will remain in full
      force and effect.

	 	 
	7. 	
      FURTHER ASSURANCES

	 	 
	7.1 	
      From time to time subsequent to the Closing Date, the
      parties covenant and agree, at the expense of the requesting party, to
      promptly execute and deliver all such further documents and instruments
      and do all such further acts and things as may be required to carry out
      the full intent and meaning of this Agreement and to effect the
      transactions contemplated hereby..

	 	 
	7.2 	
      Specific Due Diligence List Required for
  Agreement.

	 	 
		
      (a). Copy of the liability policy covering the product
      and formula currently selling the Fitness Magic ingredient. .

	 	 
	8. 	
      SUCCESSORS AND ASSIGNS

	 	 
	8.1 	
      This Agreement will enure to the benefit of and be
      binding upon the parties hereto and their respective successors and
      permitted assigns.

	 	 
	9. 	
      COUNTERPARTS

	 	 
	9.1 	
      This Agreement may be executed in several counterparts,
      each of which will be deemed to be an original and all of which will
      together constitute one and the same instrument.

	 	 
	10. 	
      NOTICES

	 	 
	10.1 	
      Any notice required or permitted to be given under this
      Agreement will be in writing and may be given by personal service or by
      prepaid registered mail, and addressed to the proper party or transmitted
      by electronic facsimile generating proof of receipt of transmission at the
      address or facsimile number stated below:




	 	(a) 	
      if to the Vendor: 
Mr. Greg Gunderson 
One Plaza
      South #169 
Tahlequah, OK 74464

	 	 	 
	 		
      Facsimile No.: 918-431-0019

	 	 	 
	 	(b) 	
      if to the Purchaser:

	 		
      3470 E. Russell Rd., Suite 258 
Las Vegas, Nevada,
      89120

	 	 	 
	 		
      Facsimile No.: 702.589.5858

	 	 	 
	 		
      or to such other address or facsimile number as any party
      may specify by notice. Any notice sent by registered mail as aforesaid
      will be deemed conclusively to have been effectively given on the fifth
      business day after posting; but if at the time of posting or between the
      time of posting and the third business day thereafter there is a strike,
      lockout or other labour disturbance affecting postal service, then such
      notice will not be effectively given until actually received. Any notice
      transmitted by electronic facsimile will be deem conclusively to have been
      effectively given if evidence of receipt is obtained before 5:00 p.m.
      (recipient’s time) on a Business Day, and



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SCHEDULE 1 

Description of Proprietary Products 

Proprietary rights: 

	Fitness Magic
  
	Cell Magic Plus
  
	TriStrip/Energy Magic
  
	White Lighting Energy Drink
  
	Clear Heart
  
	Acai Plus
  
	Non-surgical facelift in a bottle 


Performance Based Marketing Rights 
Feed My Brain –
Children’s formula 
Feed My Brain - Adult formula: 

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