Filed by Avantafile.com - Darlington Mines Ltd. - Exhibit 10.1





 

 

AGREEMENT
FOR THE PURCHASE OF ASSETS
BETWEEN



THE
PULSE BEVERAGE CORPORATION


AND



HEALTH
BEVERAGE, LLC




            This
AGREEMENT, made this 26th day of July 2010, by and between
The Pulse Beverage Corporation, (“Pulse”), and Health Beverage, LLC (“Health
Beverage”), is made for the purpose of setting forth the terms and conditions
upon which Pulse will acquire from Health Beverage all of the Assets described
on Exhibit A.


In
consideration of the mutual promises, covenants, and representations contained
herein, THE PARTIES HERETO AGREE AS FOLLOWS:


ARTICLE
I

PURCHASE OF ASSETS


            1.01     Sale of Assets. 
Subject to the terms and conditions of this Agreement, Pulse agrees to buy, and
Health Beverage agrees to sell, the Assets described on Exhibit A.  The Assets
include, but are not limited to, the following:


             A)
The following water based beverage formulations and related Canadian and US
patents and/or trademarks:


	 	a.	PULSE® - Heart Health;       
	 	b.  	PULSE® - Women’s Health;
	 	c.   	PULSE® - Men’s Health;


            B)
The right from Baxter to use the following side panel (label) statement:
“PRODUCT FORMULATION DEVELOPED UNDER LICENSE FROM BAXTER HEALTHCARE
CORPORATION”


            1.02     Consideration. 
As consideration for the Assets, Pulse agrees to:


            A)  Make cash payments totaling
$245,000 as follows:


	 	a.	Pay $20,000 to Health Beverage on or before July
31, 2010.  If Pulse does not make this payment by July 31, 2010 then this
Agreement will terminate without liability to Pulse or Health Beverage.  If
this payment is made by July 31, 2010 Health Beverage may retain the payment,
even if this Agreement does not close, provided that the failure to close is
not due to the fault or breach by Health Beverage.  If the failure to close is
due to the fault or breach by Health Beverage the $20,000 payment will be returned
to Pulse;



  1






	 	b.	Pay a further $25,000 to Health Beverage on or
before September 30, 2010.  If Pulse does not make this payment by September
30, 2010 then this Agreement will terminate without liability to Pulse or
Health Beverage.  If this payment is made by September 30, 2010 Health Beverage
may retain the payment, even if this Agreement does not close, provided that
the failure to close is not due to the fault or breach by Health Beverage.  If
the failure to close is due to the fault or breach by Health Beverage the
$25,000 payment will be returned to Pulse;



	 	c.	Pay a further $20,000 to Health Beverage on or
before December 31, 2010.  If Pulse does not make this payment by December 31,
2010 then this Agreement will terminate without liability to Pulse or Health
Beverage.  If this payment is made by December 31, 2010 Health Beverage may
retain the payment, even if this Agreement does not close, provided that the
failure to close is not due to the fault or breach by Health Beverage.  If the
failure to close is due to the fault or breach by Health Beverage the $20,000
payment will be returned to Pulse.



	 	d.	Pay a further $80,000 to Health Beverage on or
before January 15, 2011.  If Pulse does not make this payment by January 15,
2011 then this Agreement will terminate without liability to Pulse or Health
Beverage.  If this payment is made by January 15, 2011 Health Beverage may
retain the payment, even if this Agreement does not close, provided that the
failure to close is not due to the fault or breach by Health Beverage.  If the
failure to close is due to the fault or breach by Health Beverage the $80,000
payment will be returned to Pulse.



	 	e.	Pay a further $100,000 to Health Beverage on or
before January 31, 2011.  If Pulse does not make this payment by January 31,
2011 then this Agreement will terminate without liability to Pulse or Health
Beverage.  If this payment is made by January 31, 2011 Health Beverage may
retain the payment, even if this Agreement does not close, provided that the
failure to close is not due to the fault or breach by Health Beverage.  If the
failure to close is due to the fault or breach by Health Beverage the $100,000
payment will be returned to Pulse.


            1.03     Investigative
Rights.  From the date of this Agreement until the date of closing, each
party shall provide to the other party, and such other party's counsel,
accountants, auditors, and other authorized representatives, full access during
normal business hours to all of each party's properties, books, contracts,
commitments, records and correspondence and communications with regulatory
agencies for the purpose of examining the same.  Each party shall furnish the
other party with all information concerning each party's affairs as the other
party may reasonably request. 


            1.04     Conduct
of Business.  Prior to the closing, and except as contemplated by this
Agreement, each party shall conduct its business in the normal course, and
shall not sell, pledge, or assign any assets, without the prior written
approval of the other party, except in the regular course of business.  Except
as contemplated by this Agreement, 


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neither party to this Agreement shall issue
  or sell any shares, stock, options or other securities, amend its Articles of
  Association, Articles of Incorporation or By-laws, declare dividends, redeem or
  sell stock or other securities, incur additional or newly-funded material
  liabilities, acquire or dispose of fixed assets, change senior management,
  change employment terms, enter into any material or long-term contract,
  guarantee obligations of any third party, settle or discharge any balance sheet
  receivable for less than its stated amount, pay more on any liability than its
  stated amount, or enter into any other transaction other than in the regular
  course of business, or  enter into any agreement or take any action that is
  likely to cause any of the representations and warranties of such party under
  this Agreement not to be true and correct as of the Closing, or that is likely
  to affect the Closing.  

            1.05     Acknowledgement of Trademark Documentation
and Claims.  Pulse acknowledges the
ongoing “opposition” pending in the United States Patent and Trademark Office
Trademark Trial and Appeal Board between Mona Vie, LLC, a Utah limited
liability company, and Health Beverage (Proceeding No. 91191660) and that
Health Beverage is engaged in active settlement negotiations with Mona Vie, LLC
representatives regarding this pending “opposition”.  Pulse acknowledges that
Health Beverage may settle this “opposition” by allowing Mona Vie, LLC to use
the three work mark “Mona Vie Pulse” for marketing in the multi level market
channel only.  Health Beverage will keep Pulse fully informed of the progress
of settlement negotiations prior to the Closing.


ARTICLE II

REPRESENTATIONS AND WARRANTIES OF HEALTH BEVERAGE


            2.01     Organization. 
Health Beverage is a limited liability company duly organized, validly
existing, and in good standing under the laws of Colorado, has all necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good
standing in each of the states where its business requires qualification.


            2.02     Condition
of Assets.  No person, other than Health Beverage, has any rights to
the Assets.  At closing, and with the exception of the claim mentioned to
Section 1.05, the Assets will be free of any lien, encumbrance, restriction or
claim of any kind, including any claim of patent, trademark or copyright
infringement.


2.03     Ability
to Carry Out Obligations.  Health Beverage has the right, power, and
authority to enter into, and perform its obligations under, this Agreement. 
The execution and delivery of this Agreement by Health Beverage and the
performance by Health Beverage of its obligations hereunder will not cause,
constitute, or conflict with or result in (a) any breach or violation of any of
the provisions of or constitute a default under any license, indenture,
mortgage, charter, instrument, articles of organization, operating agreement,
or other agreement or instrument to which Health Beverage is a party, or by
which it may be bound, nor will any consents or authorizations of any party
other than those hereto be required, (b) an event that would permit any party
to any agreement or instrument to terminate it or to accelerate the maturity of
any indebtedness or other obligation of Health Beverage, or (c) an event that
would result in the creation or imposition or any lien, charge, or encumbrance
on any asset of Health Beverage or would create any obligations for which
Health Beverage would be liable, except as contemplated by this Agreement.


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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PULSE


            3.01     Organization. 
Pulse is a corporation duly organized, validly existing, and in good standing
under the laws of Colorado, has all necessary powers as a corporation to own
its assets and to carry on its business as now owned and operated by it, and is
duly qualified to do business and is in good standing in each of the states
where its business requires qualification.


            3.02     Ability
to Carry Out Obligations.  Pulse has the right, power, and authority to
enter into, and perform its obligations under, this Agreement.  The execution
and delivery of this Agreement by Pulse and the performance by Pulse of its
obligations hereunder will not cause, constitute, or conflict with or result in
(a) any breach or violation or any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, by-law, or other agreement or instrument to which Pulse is a
party, or by which it may be bound, nor will any consents or authorizations of
any party other than those hereto be required, (b) an event that would permit
any party to any agreement or instrument to terminate it or to accelerate the
maturity of any indebtedness or other obligation of Pulse, or (c) an even that
would result in the creation or imposition or any lien, charge, or encumbrance
on any asset of Pulse or would create any obligation for which Pulse would be
liable, except as contemplated by this Agreement.


ARTICLE
IV
RESTRICTED
STOCK




             Omitted


ARTICLE
V
CLOSING




            5.01     Closing. 
The closing of this transaction shall be held at a mutually agreeable location.
Unless the closing of this transaction takes place before January 31, 2011,
then either party may terminate this Agreement without liability to the other
party, subject to the provisions of Section 1.02.  At the closing, Pulse will
pay Health Beverage the $100,000 required as per Section 1.02 (e) by electronic
transfer of funds or certified check.  At the closing, the following documents
shall be delivered:


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		Executed U.S. Trademark Assignment in the form set forth within
      the attached Exhibit B;




		Executed Canadian Trademark Assignment in the form set forth
      within the attached Exhibit C;




		Executed Assignment of the pending patent application in the form
      set forth within the attached Exhibit D;




		Executed Bill of Sale in the form set forth within the attached
      Exhibit E; and




		Executed Signed Technical Assistance, Non-Compete and
      Confidentiality Agreement, in the form set forth within the attached as Exhibit
      FC.




            5.02     Post-Closing
Agreements.  Within 180 days after Pulse is acquired by the publicly
traded company Pulse will issue to Health Beverage 750,000 restricted shares of
the common stock of the publicly traded company which acquires Pulse. Following
the closing, Health Beverage will execute any additional documents reasonably
requested by Pulse in order to complete the transfer of the Assets to Pulse.


ARTICLE VI

  MISCELLANEOUS


            6.01     Arbitration. 
Any controversy or claim arising out of, or relating to, this Agreement, or the
making, performance, or interpretation thereof, shall be settled by arbitration
in Denver, Colorado in accordance with the rules of the American Arbitration
Association then existing, and judgment on the arbitration award may be entered
in any court having jurisdiction over the subject matter of the controversy.


            6.02     Costs.
If any legal action or any arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.


            6.03     Expenses. 
Each of the parties hereto agrees to pay all of its own expenses (including
without limitation, attorneys' and accountants' fees) incurred in connection
with this Agreement, the transactions contemplated herein and negotiations
leading to the same and the preparations made for carrying the same into
effect.  Each of the parties expressly represents and warrants that no finder
or broker has been involved in this transaction and each party agrees to
indemnify and hold the other party harmless from any commission, fee or claim
of any person, firm or corporation employed or retained by such party (or
claiming to be employed or retained by such party) to bring about or represent
such party in the transactions contemplated by this Agreement.


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             6.04     Termination. 
In addition to other remedies available at law, Pulse or Health Beverage may on
or prior to the Closing Date, terminate this Agreement:


	 	     (i)      If
any bona fide action or proceeding shall be pending against Pulse or Health
Beverage on the Closing Date that could result in an unfavorable judgment,
decree, or order that would prevent or make unlawful the carrying out of this
Agreement or if any agency of the federal or of any state government shall have
objected at or before the Closing Date to this acquisition or to any other
action required by or in connection with this Agreement;



	 	     (ii)      If
the legality and sufficiency of all steps taken and to be taken by each party
in carrying out this Agreement shall not have been approved by the respective
party's counsel, which approval shall not be unreasonably withheld; 



	 	     (iii)      If
a party breaches any representation, warranty, covenant or obligation of such
party set forth herein and such breach is not corrected within ten days of
receiving written notice from the other party of such breach; and


             6.05     Captions
and Headings.  The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this Agreement.


             6.06     No
Oral Change.  This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.


             6.07     Non-Waiver. 
Except as otherwise expressly provided herein, no waiver of any covenant,
condition, or provision of this Agreement shall be deemed to have been made
unless expressly in writing and signed by the party against whom such waiver is
charged; and (i) the failure of any party to insist in any one or more cases
upon the performance of any of the provisions, covenants, or conditions of this
Agreement or to exercise any option herein contained shall not be construed as
a waiver or relinquishment for the future of any such provisions, covenants, or
conditions, (ii) the acceptance of performance of anything required by this
Agreement to be performed with knowledge of the breach or failure of a
covenant, condition, or provision hereof shall not be deemed a waiver of such
breach or failure, and (iii) no waiver by any party of one breach by another
party shall be construed as a waiver with respect to any other or subsequent
breach.


             6.08     Time
of Essence.  Time is of the essence of this Agreement and of each and
every provision hereof.


             6.09     Entire
Agreement.  This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior agreements,
understandings and the letters of intent between the parties. 


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             6.10     Governing
Law.  This Agreement and its application shall be governed by the laws
of Colorado.


             6.11     Counterparts. 
This Agreement may be executed simultaneously in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.  Facsimile signatures or signatures
sent via email will be treated as original signatures.


             6.12     Notices. 
All notices, requests, demands, and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or on
the third day after mailing if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid, and
properly addressed as follows:


	 	The Pulse Beverage
Corporation:
	 	 
	 	D. Bruce Horton,
President

2443 Alder Street 

Vancouver, British
Columbia 

Canada, V6H 4A4




	 	With copy to:



	 	William Hart

    Hart & Trinen, LLP 

    1624 Washington St.

    

    Denver, CO 80203

    Health Beverage,
    LLC:

    



	 	Richard Swain, Manager
32052 Horseshoe Drive


Evergreen, CO  80439





	 	Ron Kendrick, Manager
#503 University Crescent


Burnaby, British Columbia


Canada, V5A 0A6





	 	With copy to:



	 	William A. Bostrom

    Bostrom & Associates, P.C.


1675 Broadway, Suite 2280


Denver, CO 
80202




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             6.13     Binding
Effect.  This Agreement shall inure to and be binding upon the heirs,
executors, personal representatives, successors and assigns of each of the
parties to this Agreement.


             6.14     Effect
of Closing.  All representations, warranties, covenants, and agreements
of the parties contained in this Agreement, or in any instrument, certificate,
opinion, or other writing provided for in it, shall survive the closing of this
Agreement.  


             6.15     Mutual
Cooperation.  The parties hereto shall cooperate with each other to
achieve the purpose of this Agreement, and shall execute such other and further
documents and take such other and further actions as may be necessary or
convenient to effect the transaction described herein.  Neither party will
intentionally take any action, or omit to take any action, which will cause a
breach of such party's obligations pursuant to this Agreement.


             AGREED
TO AND ACCEPTED as of the date first above written.


	 	THE
      PULSE BEVERAGE CORPORATION

       By
        /s/ Bruce Horton 

        Bruce Horton, President                                         

      HEALTH
        BEVERAGE, LLC

      By
        /s/ Ron Kendrick

              Ron Kendrick, Manager

      By
        /s/ Richard Swain

              Richard Swain, Manager



Pulse Agree to Purch Assets with Health Beverage
7-26-10

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EXHIBIT A 

ASSETS

HARDWARE


PULSE PET 500 ml Plastic bottle molds (Sidel Series II)
-         
   8 sets (16 molds) – located in Morton, IL




Con Flow Machine located in Toronto, Ontario, Canada


Pall Filters   - Located in Toronto, Ontario, Canada


PulseMobile 1942 Dodge Powerwagon VIN 1510592 located in
Morton, IL 


Visi-Coolers – 200 units – located in Chicago, IL


BEVERAGES – All rights to the following
beverages, including formulas, specifications, and manufacturing methods


PULSE®- Heart Health


PULSE®- Women’s Health


PULSE®- Men’s Health


TRADEMARKS


PULSE – USA & CANADA (a water based beverage) 
U.S. No. 2698560


Canada: TMA 622,432   




PULSE “NUTRITION MADE SIMPLE” – USA ONLY
U.S. No. 2819813




KOOTNAI – USA ONLY 

  U.S. No. 77618067








PATENTS (PENDING)
Alkaline Fiber Water – 

  U.S. Provisional Patent 60/779,021; and

  

  Pending U.S. No. 11/681,226; and 

  

  Simultaneous Canadian Application:

  

  Title: Fiber Containing Alkaline Beverage and Methods for
Production Thereof

RIGHTS TO ACQUIRED STATEMENT 


Right received and documented in
“Mutual Release and Termination Agreement” signed May 17, 2007 from Baxter
Healthcare Corporation to use the following side panel (label) statement:


“SIDE PANEL STATEMENT” means a
statement on the side panel of the bottle containing Core Products to the
effect that “PRODUCT FORMULATION DEVELOPED UNDER LICENSE FROM BAXTER HEALTHCARE
CORPORATION”.


WEBSITES


www.pulsenutritionsolutions.com
www.takeyourpulse.com








EXHIBIT B


TRADEMARK ASSIGNMENT 
(Actual Use)




WHEREAS Health Beverage, LLC, a
Colorado limited liability company, having a place of business at 3205 Horseshoe Drive, Evergreen, Colorado 80439, (hereinafter referred to as the
“Assignor”) has adopted and used the trademarks set forth on Schedule A (the
“Marks”), and has obtained federal registration of certain of those Marks as
indicated in Schedule A; and


WHEREAS, Assignor has agreed to assign
said Marks to The Pulse Beverage Corporation,
a Colorado corporation, c/o William Hart, Hart & Trinen, LLP, 1624
Washington Street, Denver, Colorado 80203 (hereinafter referred to as the "Assignee").


Now therefore for good and valuable
consideration, receipt of which is hereby acknowledged, Assignor hereby sells,
transfers, assigns and delivers unto Assignee, effective as of the date hereof,
all right, title and interest in and to said Marks and any United States Patent
and Trademark Office registration therefor, together with the goodwill of the
business connected with and symbolized by such Marks and registrations, as well
as all rights to damages or profits, due or accrued, arising out of past
infringement of such Marks or injury to said goodwill and the right to sue for
and recover the same in the Assignee's own name with the same rights as if the
Marks were still owned by Assignor.


IN WITNESS WHEREOF, this Assignment
has been executed on behalf of the Assignor by its duly authorized officer as
of the date hereof.


	 	Health Beverage, LLC








	Date: February 2, 2011	By: 
	 	 
	 	/s/ Richard Swain                                                         
	 	Richard Swain, Managing Member 




	STATE OF COLORADO 	)
	 	)
	COUNTY OF JEFFERSON	)


The foregoing instrument was
acknowledged before me this 2nd day of February, 2011, by Richard
Swain.


Witness my hand and official seal.


My commission expires: 10/25/12


	 	/s/Theresa Grossman

Notary Public








SCHEDULE A

PULSE – USA 
U.S. No. 2698560  




PULSE “NUTRITION MADE SIMPLE” – USA ONLY
U.S. No. 2819813




KOOTNAI – USA ONLY 
U.S. No. 77618067

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EXHIBIT C

ASSIGNMENT OF
  CANADIAN TRADE-MARK:



The
undersigned, Health Beverage, LLC, a Colorado limited liability company, 3205
Horseshoe Drive, Evergreen, Colorado 80439, in consideration of the sum of
$1.00 and other good and valuable consideration, does hereby assign to The
Pulse Beverage Corporation, a Colorado corporation, c/o William Hart, Hart
& Trinen, LLP, 1624 Washington Street, Denver, Colorado 80203, its successors and assigns, all its
rights in the Canadian trade-mark and trade-mark registration:  Pulse CANADA:
TMA 622,432, including the goodwill of the business appertaining to the said
trade-mark in Canada.


	 	EXECUTED this 2nd day of February, 2011






	 	HEALTH BEVERAGE,
LLC,

a Colorado limited
liability company, 
	 	 
	 	By: /s/
Richard Swain

Name: Richard Swain 

Title: Managing Member 


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ACKNOWLEDEGEMENT




The undersigned, The Pulse Beverage Corporation, a Colorado
corporation, c/o William Hart, Hart & Trinen, LLP, 1624 Washington Street,
Denver, Colorado 80203, hereby accepts the attached assignment of the
trade-mark and trade-mark registration and Appoints                                                                                          as
its agent and the firm to which any notice in respect
to the trade-mark registration may be sent and upon which service of any
proceedings in respect of the trade-mark registration may be given or served
with the same effect as if they had been given to or served upon the
registrant.


	 	EXECUTED this 2nd day of February, 2011.






	 	THE PULSE BEVERAGE
CORPORATION, 

a Colorado
corporation 
	 	 
	 	By:/s/
Bruce Horton

Name: Bruce Horton 

Title: President 



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 EXHIBIT D

ASSIGNMENT

WHEREAS, the
undersigned Health Beverage, LLC ("Assignor"), 32052 Horseshoe Drive,
Evergreen, Colorado 80439 has made an invention entitled for which an
applications for patent were filed and which is more fully described as:


	 	Alkaline
Fiber Water- 

U.S.
  Provisional Patent 60/779,021; and 

Pending
  U.S. No. 11/681,226; and 

Simultaneous
  Canadian Application: 

Title:
  Fiber Containing Alkaline Beverage and methods for Production Thereof 


WHEREAS, The
Pulse Beverage Corporation, a Colorado corporation ("Assignee"), c/o
William Hart, Hart & Trinen, LLP, 1624 Washington Street, Denver, Colorado 
80203, desires to acquire all right, title and interest in and to the above
identified invention and application;


NOW, THEREFORE,
Assignor, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, does hereby sell, assign, convey and transfer
unto Assignee all right, title and interest in and to the above identified
invention and application, together with all corresponding foreign applications
and patents which may be filed thereon, including the right to claim priority
from the above identified United States application; and Assignor hereby agrees
that Assignor will sign all lawful papers, including, without limitation, all
divisional, continuation, renewal, extension and reissue applications, and make
all rightful oaths in execution thereof, and will generally do everything
possible to aid Assignee, its successors, assigns and nominees to obtain and
enforce proper protection for the invention in all countries, this obligation
to be binding upon Assignor and upon Assignor's legal successor.


IN TESTIMONY
WHEREOF, the undersigned Assignor has signed below.

	 	HEALTH
BEVERAGE, LLC.
	 	 
	 	By
/s/ Richard Swain

      Name: Richard Swain 

      Title: Managing Member




	STATE OF COLORADO 	)
	 	) ss
	COUNTY OF JEFFERSON	)


The foregoing instrument was
acknowledged before me this 2nd day of February, 2011, by Richard
Swain.

	Witness my hand and official seal.

    My commission expires: 10/25/12   	/s/
Theresa Grossman 

Notary
Public


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EXHIBIT E

BILL
OF SALE

THIS BILL OF
SALE is executed by Health Beverage, LLC, a Colorado
limited liability company, 3205 Horseshoe Drive, Evergreen, Colorado 80439 (“Seller”), for the benefit of The
Pulse Beverage Corporation, a Colorado corporation, c/o William Hart, Hart
& Trinen, LLP, 1624 Washington Street, Denver, Colorado 80203
(Buyer”).


For good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Seller does hereby transfer and convey unto Buyer, its successors
and assigns, all of Seller’s right, title and interest to the following assets:


HARDWARE


PULSE PET 500ml Plastic bottle molds (Sidel Series II)
-         
   8 sets (16 molds) – located in Morton, IL




Con Flow Machines – 2  - Located in Toronto, Ontario, Canada


Pall Filters   - Located in Toronto, Ontario, Canada


PulseMobile 1942 Dodge Powerwagon VIN 1510592 located in
Morton, IL


Visi-Coolers – 200 units – located in Chicago, IL


BEVERAGES


PULSE®- Heart Health


PULSE®- Women’s Health


PULSE®- Men’s Health

The assets are transferred in an “as is”
condition.

Seller covenants and agrees to and
  with Buyer, its successors and assigns, to warrant and defend the title of said
assets against all and every claim whatsoever.

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The Seller has executed this Bill
of Sale this ______ day of July, 2010.

	 	HEALTH BEVERAGE, LLC, 

a Colorado limited liability
company,
	 	 
	 	By:______________________________________

	 	           Name: 

      Title:




	STATE OF                                 	)
	 	) ss
	COUNTY OF ___________     	)


Subscribed and
sworn to before me this ____ day of July, 2010, by _________________________.


Witness my hand and official seal.

	 	______________________________

    Notary Public 


My Commission expires: __________________

7








EXHIBIT
F


TECHNICAL ASSISTANCE, NON-COMPETE AND 

CONFIDENTIALITY AGREEMENT


                  This Agreement,
made and entered into this 31st day of January, 2011, is by and between The
Pulse Beverage Corporation (“Pulse”) and Health Beverage, LLC (“Health
Beverage”).


1.     Background


                        By separate agreement Pulse has
acquired from Health Beverage the rights to certain water based beverages (the
“Assets”).


        The
Assets include, but are not limited to, the following:


            The
following water based beverages:

	 		PULSE® - Heart Health
	PULSE    ® - Women’s Health 
	PULSE® - Men’s Health

    


            The
right to use the following side panel (label) statement:


            “PRODUCT
FORMULATION DEVELOPED UNDER LICENSE FROM BAXTER HEALTHCARE CORPORATION”.


2.     Technical Assistance


            Health Beverage
agrees that, upon reasonable notice from Pulse, Health Beverage will provide
Pulse with information known to Health Beverage concerning the formulas,
manufacturing procedures and processes, trade secrets, skills and ideas, and
current and accumulated experience, with respect to the Assets, including, but
not limited to: (a) sources for the purchase of machinery, equipment and raw
materials needed to  manufacture the Assets; (b) a description of the
manufacturing and quality control methods used for the manufacture of the
Assets; and (c) technical information including drawings, blueprints,
specifications, operating manuals and other writings pertaining to the
equipment required to manufacture the Assets.


3.         Engaging in a
Competing Business.  


Except as
otherwise expressly consented to in writing by Pulse, Health Beverage agrees
that, until July 31, 2015, Health Beverage will not, directly or indirectly,
own, manage, operate, control, join, or participate in the ownership,
management, operation or control of, or be employed by, or be connected with,
any business which is in competition with the business of 






Pulse.  Nothing
  herein contained shall prevent Health Beverage from holding or making
  investments in securities on a national securities exchange or sold in the
  over-the-counter market provided such investments do not exceed in the
  aggregate 5% of the issued and outstanding capital stock of a company which is
  a competitor within the meaning of this Agreement.

4.         Confidential
Information.  


Health Beverage
has secret and confidential information (hereinafter referenced to as
“Confidential Information”), which Confidential Information is required to be
maintained as secret and confidential to assure the success of Pulse and its
business.  Health Beverage agrees to safeguard all Confidential Information, in
any form, and will not permit its use in any way that would be detrimental to
Pulse.  Health Beverage agrees: (1) that all records pertaining to the Assets
are now the property of Pulse and that no such record or any part thereof is to
be duplicated, copied, or transcribed in any form, and that the information in
such records is not to be transmitted without the prior written consent of
Pulse, (2) to furnish on demand all books, records, or notes pertaining to the
Assets in original, duplicated, copied, transcribed or any other form, and all
other original, duplicated, copied or transcribed Confidential Information
pertaining to the Assets, (3) that it will not disclose to anyone the
Confidential Information or any other secret or proprietary information
pertaining to he Assets and if it threatens or attempts to do any of the
foregoing, then in any suit that may be commenced by Pulse for violation of
this contract in that respect, it agrees that any order may be made in such
suit enjoining it from violating any of the provisions of this Agreement and
awarding damages for any breach by it of the provisions of this Agreement. 
Health Beverage  further agrees that all the records referred to in (1) above
and the Confidential Information constitute a valuable asset of Pulse, the
unauthorized disclosure or improper use of which would cause irreparable damage
and harm to the business of Pulse. 


5.         Miscellaneous


             5.01     Governing
Law/Arbitration.  This Agreement and its application shall be governed
by the laws of Colorado.  Any controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof,
shall be settled by arbitration in Denver, Colorado in accordance with the
commercial arbitration rules of the American Arbitration Association then
existing, and judgment on the arbitration award may be entered in any court
having jurisdiction over the subject matter of the controversy.


            5.02     Costs.
If any legal action or any arbitration or other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorney's fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it or they may be
entitled.


             5.03     Captions
and Headings.  The Article and paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no way be deemed
to define, limit, or add to the meaning of any provision of this Agreement.

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             5.04     No
Oral Change.  This Agreement and any provision hereof, may not be
waived, changed, modified, or discharged orally, but only by an agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification, or discharge is sought.


             5.05     Non-Waiver. 
Except as otherwise expressly provided herein, no waiver of any covenant,
condition, or provision of this Agreement shall be deemed to have been made
unless expressly in writing and signed by the party against whom such waiver is
charged; and (i) the failure of any party to insist in any one or more cases
upon the performance of any of the provisions, covenants, or conditions of this
Agreement or to exercise any option herein contained shall not be construed as
a waiver or relinquishment for the future of any such provisions, covenants, or
conditions, (ii) the acceptance of performance of anything required by this
Agreement to be performed with knowledge of the breach or failure of a
covenant, condition, or provision hereof shall not be deemed a waiver of such
breach or failure, and (iii) no waiver by any party of one breach by another
party shall be construed as a waiver with respect to any other or subsequent
breach.


             5.06     Counterparts. 
This Agreement may be executed simultaneously in one or more counterparts, each
of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.  Facsimile signatures or signatures
sent via email will be treated as original signatures.


             5.07     Notices. 
All notices, requests, demands, and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given on the date of
service if served personally on the party to whom notice is to be given, or on
the third day after mailing if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid, and
properly addressed as follows:


             The Pulse
Beverage Corporation


	 	 	c/o Hart & Trinen, LLP
1624 Washington St.


Denver, CO  80203




Health
Beverage, LLC


	 	 	32052 Horseshoe Drive
Evergreen, CO  80439




             5.08     Binding
Effect.  This Agreement shall inure to and be binding upon the
successors and assigns of each of the parties to this Agreement.

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AGREED TO
AND ACCEPTED as of the date first above written.

	 	THE
      PULSE BEVERAGE CORPORATION

       By
        /s/ Bruce Horton

         Bruce Horton, President

       

      HEALTH
        BEVERAGE, LLC

      By
        /s/ Richard Swain

         Richard Swain, Managing Member



Pulse
Tech Assist, Non-compete & Confid. Agree 2-2-11

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