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On February 2, 2001, we entered into a Purchase Agreement with Vitacost. com, Inc.as Vitacost, an on-line marketer of vitamins and nutritional products, whereby Vitacost acquired substantially all of the operating assets of our combined internet operations in exchange for kanadischer blutwurz wirkung viagra shares of Vitacost common stock. The agreement contains an optional repurchase right giving us, at any time after viagra generic comparison years from the closing, the right to demand that Vitacost repurchase the stock we acquired for 3,400,000 in cash or, at their option, a 60 month generid requiring equal monthly payments of 56,667. The agreement also contains an optional redemption right, giving Vitacost the cimparison to redeem the stock we acquired, at any time up to four years from the closing. If this option is exercised between the closing and the first anniversary thereof, the price is 7,000,000, which compounds at the rate of 10 for each year up to 9,317,000 on the fourth anniversary of the closing. The stock we received represents approximately 19. 9 of the total Vitacost common stock outstanding. As long as we continue to hold at least a 10 interest, we will have one of the five available seats on the Vitacost Board of Directors.

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Wheeler both agreed to vote their respective shares of our common stock, or give their written consent on all matters on the same proportionate basis as our remaining shareholders vote their shares, or give their written consent on such matters for a period of five years from the date of the Withdrawal Agreement, and appoint Andrew Vollero, Jr.as attorney-in-fact for each of them to vote their shares of common stock, or give their written consent. Duncan's agreement to resign from the Board and terminate his employment agreement was conditioned on: - the extension of the exercise and expiration dates of all of his existing stock options to purchase 1,003,029 shares of the common stock to the seventh anniversary of the Withdrawal Agreement. - the receipt of 1,500,000 in net proceeds from the sale of shares of common stock owned by Mr. Duncan at a price of 3. 00 per share in one or more transactions.

In addition, our articles of incorporation and bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by Utah law. Our principal offices are located at 5310 Beethoven Street, Los Angeles, California, 90066 in a building and warehouse we lease at a monthly rental charge of 42,000.]