Execution Version















                            ASSET PURCHASE AGREEMENT







                                  BY AND AMONG





                                  HAUSER, INC.,





                    BOTANICALS INTERNATIONAL EXTRACTS, INC.,





                                       AND





                            ZUELLIG BOTANICALS, INC.













                          DATED AS OF OCTOBER 15, 2003















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                            ASSET PURCHASE AGREEMENT

                            ------------------------



     This ASSET PURCHASE AGREEMENT (together with the annex, exhibits and

schedules hereto, this "Agreement") is entered into as of October 15, 2003, by

and among HAUSER, INC., a Delaware corporation ("Hauser"), BOTANICALS

INTERNATIONAL EXTRACTS, INC., a Delaware corporation ("BIE" and together with

Hauser, the "Sellers"), and ZUELLIG BOTANICALS, INC., a Delaware corporation

("Buyer"). Terms used herein and not otherwise defined shall have the meanings

set forth in Annex A attached hereto and made a part hereof.



                                    RECITALS

                                    --------



     A. BIE manufactures, markets and distributes certain botanical extracts,

dietary and nutritional supplements, nutraceuticals and vitamins (the

"Business").



     B. Subject to the terms and conditions set forth in this Agreement, Buyer

desires to acquire from the Sellers and the Sellers desire to sell to Buyer

certain assets, as set forth below, of the Business.



     C. The Sellers are debtors and debtors-in-possession in that certain case

number 03-18788 BB (administratively consolidated with case numbers 03-18795 BB,

03-18798 BB and 03-18802 BB) filed April 1, 2003 (the "Petition Date") pending

under Chapter 11 of Title 11 of the United States Code (the "Bankruptcy Code")

in the United States Bankruptcy Court in the Central District of California (the

"Chapter 11 Case").



     D. Wells Fargo Bank, National Association ("Wells Fargo") asserts a first

priority security interest in the Acquired Assets (as hereinafter defined) and

the proceeds from the sale thereof.



     E. The parties hereto have agreed that the Sellers will sell and Buyer will

acquire the Acquired Assets free and clear of all Indebtedness, Liens and

obligations other than the Assumed Liabilities, under Sections 363(b) and 363(f)

of the Bankruptcy Code.



     NOW, THEREFORE, in consideration of the representations and warranties,

covenants and agreements, and subject to the conditions contained herein, each

of the Sellers and Buyer hereby agree as follows:



                                    ARTICLE I



                               PURCHASE OF ASSETS

                               ------------------



     1.1. Purchase and Sale of Acquired Assets. Subject to the terms and

conditions of this Agreement, the Sellers agree to sell, assign, convey and

transfer to Buyer, and Buyer agrees to purchase from the Sellers, at the

Closing, all right, title and interest in and to the assets listed below

(collectively, the "Acquired Assets") free and clear of any Indebtedness, Liens

and obligations other than the Assumed Liabilities, all as contemplated by

Section 363 of the Bankruptcy Code, including, without limitation:



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     (a) all inventory of the Business, wherever located, including samples,

finished goods, prepaid inventory and any finished goods in transit as of the

Closing Date, including any inventory owned by Hauser related to the Business

which is listed on Schedule 1.5 (the "Inventory");



     (b) all of the Sellers' rights, title and interest, if any, in and to the

trademarks RoseOx(R), Rossential(TM) and Rossential Plus(TM) and all trade

names, corporate names, logos, URLs and other network and email identifiers,

trade dress, trademarks and service marks, brand names and all registrations and

applications therefore associated with the names "BI Nutraceuticals,"

"Botanicals International," and "Botanicals International Extracts," together

with all goodwill symbolized thereby (the "Seller Intellectual Property");



     (c) all billed and unbilled accounts receivable, notes receivable and other

rights to payment, except insurance proceeds, in connection with the Business

existing as of the Closing, including, without limitation, any payments received

with respect thereto after the Closing Date, unpaid interest accrued on any such

accounts receivable and any security or collateral relating thereto, and any

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