ASSET ACQUISITION AGREEMENT

THIS ASSET ACQUISITION AGREEMENT (the "Agreement") is made and entered into as of November 12, 2003 by and between Nutri Pharmaceuticals Research, Inc., Nevada corporation, (herein "Divestor") and Als Plant Care, Inc. a Nevada corporation (herein, Acquirer).

RECITALS

A.  Divestor owns certain technology, intellectual property rights, and assets  (collectively, NPRI).  (See attached Exhibit A).

B.  Divestor desires to divest to Acquirer Als Plant Care, Inc., and Acquirer desires to acquire NPRI, on the terms and conditions set forth in this Agreement.

C. Acquirer is a development stage company that has a certain shareholder base and is publicly traded on the Pink Sheets.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein, and subject to the conditions hereinafter set forth, Divestor and Acquirer hereby agree as follows:

I.

Defined Terms

For purposes of this Agreement, the following capitalized terms will have the meanings set forth below, unless the context clearly indicates otherwise.

1.1 Asset means NPRI attached as Exhibit A.

1.2 "Agreement" means this Asset Acquisition Agreement.

1.3 "Divestor" is defined in the first paragraph of this Agreement.

1.4 "Acquirer" is defined in the first paragraph of this Agreement.

1.5 " Technology and Intellectual Property Rights" means those certain processes, and assets, and both tangible

and intangible, as more particularly described on Exhibit A attached hereto, including all renewals, extensions and modifications thereof.

1.6 "Closing" means the closing of the Acquisition and transfer of the Assets in accordance with this Agreement.

1.7 "Closing Date" means the date specified in Section 3.1 on which the Closing will take place.

1.8   "Liabilities of the Business" means all liabilities and obligations that arise from or are related to the Asset (whether liquidated or unliquidated, absolute or contingent, known or unknown, due or to become due, and whether arising before or after the Closing Date).

1.10 "Most Recent Financial Statements" means the balance sheet and statements of the Acquirer.

1.11 Permitted Exceptions means the title to Assets will be free and clear of all liens, charges, claims and encumbrances, subject only to the Permitted Exceptions disclosed in Exhibit B.

1.12  "Acquisition Price" means the price specified in Section 2.2 hereof to be paid by Acquirer to Divestor at Closing.

1.13 "Acquired Asset" means the entirety of Exhibit A.

II.

Acquisition and Transfer of Asset

2.1  Transfer. On the Closing Date, Divestor will Divest, convey, assign, transfer and deliver to Acquirer, and Acquirer will acquire from Divestor, all of Divestor's right, title and interest in and to NPRI.

2.2 Acquisition Price and Method of Payment.

(a) Acquisition Consideration. At Closing, Acquirer will transfer to Divestor as full consideration for the Asset, a sum of the Acquirers common stock per the specifications detailed in Exhibit B.  

(b) Method of Payment. On the Closing Date, Acquirer will deliver to Divestor share certificates per the, as yet to be received, issuance instructions of the Divestor, representing the share specifications detailed in Exhibit B.

2.4 Delivery of the Asset.   Acquirer shall take delivery of the Asset at Closing.

III.

Closing

3.1 Closing. The Closing of the Transaction contemplated by this Agreement (the "Closing") will take place on November 12, 2003(the "Closing Date") at the corporate offices of the Acquirer or at such other time or place as will be agreed by the parties in writing; provided, however, that all conditions to the Closing herein set forth will have been satisfied.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC