Preview | Asset Purchase Agreement |

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the ?Agreement?) is dated as of September 28, 2007 (the ?Agreement Date?), and is entered into by and between NutraCea, Inc., a California corporation having its principal place of business at 5090 N. 40th Street, Suite 400, Phoenix, AZ, 85018 (?Buyer?), Vital Living, Inc., a Nevada corporation with its principal place of business at 1289 Clint Moore Road, Boca Raton, Florida 33487, and those subsidiaries of Vital Living, Inc. whose names are subscribed on the signature page of this Agreement (Vital Living, Inc. and such subsidiaries referred to collectively as ?Seller?). Capitalized terms not otherwise defined herein shall have the meanings set forth in Exhibit A attached hereto.

BACKGROUND

A. Seller develops and markets nutritional supplements and nutraceutical products for distribution, including through healthcare practitioners. Buyer is a health science company that has proprietary intellectual property that processes and converts rice bran into ingredients that have various applications in food products.

B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, substantially all of the assets used by Seller in its business.

C. As an inducement to Buyer to enter into this Agreement, concurrently herewith certain stockholders of Seller have entered into an agreement with Buyer, in the form separately provided to Seller (a ?Voting Agreement?), pursuant to which each such person has agreed, among other things, to vote the shares of capital stock of Seller owned by such person to approve this Agreement and the transactions contemplated hereby.

AGREEMENT

Accordingly, the parties hereby agree as follows:

ARTICLE I.

SALE AND PURCHASE OF ASSETS

SECTION 1.01 Purchase and Sale of Acquired Assets.

(a) On the terms and subject to the conditions of this Agreement, at the Closing Date Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller all the right, title and interest of Seller in, to and under the Acquired Assets in consideration of the payment by Buyer of the Purchase Price (the ?Acquisition?) Seller shall deliver the Acquired Assets free and clear of all Liabilities, and Encumbrances, except as Seller and Buyer may mutually agree in writing.

(b) Buyer shall not acquire any Excluded Assets and shall not assume or become obligated with respect to any Retained Liabilities, Liabilities related to any Excluded Assets, or any Liabilities of Seller arising out of the conduct of the Business, Seller?s other business or the Acquired Assets before the Closing Date. Buyer shall set forth the Assumed Liabilities on the Schedule 1.01(b) hereto. Effective as of the Closing, Buyer shall assume, pay and discharge when due the Assumed Liabilities.

(c) Buyer will not assume any liability, responsibility or obligations to any employee of Seller, including without limitation, in connection with compensation or compensation plans, benefit plans, options or equity plans, severance or termination pay, insurance or other employment related costs relating to Seller or its employees or any other Retained Liabilities, and Seller shall indemnify and hold harmless Buyer and its representatives against any and all such Retained Liabilities. Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller:

SECTION 1.02 Closing; Purchase Price.

(a) Closing. The completion of this Agreement (the ?Closing?) shall take place at the offices of Buyer. The Closing shall be scheduled to occur two (2) business days following the satisfaction or written waiver of the last of the closing conditions set forth in Article V, or on such other date as the parties may determine. The date on which the Closing occurs is referred to herein as the ?Closing Date.?

(b) Delivery. At the Closing, Seller shall sell, transfer, assign, convey and deliver to Buyer the Acquired Assets, Buyer shall pay the Purchase Price to Seller, and the parties shall deliver the agreements, certificates, opinions and other documents required to be delivered pursuant to Article V of this Agreement (the ?Collateral Agreements?). If at the Closing Date Buyer does not obtain all rights to one or more items of the Acquired Assets, then the Acquired Assets in question and all income (if any) and other benefits and rights arising therefrom shall be held by Seller in trust for Buyer absolutely until such time as Buyer shall have obtained all rights therein and thereto. Seller hereby grants to Buyer and undertakes as of the Closing to hold upon trust for Buyer the entire interest of Seller in and to any part of the Acquired Assets which cannot be assigned by Seller hereunder together with the entire benefits of such rights including, without limitation, all proceeds, money and other rights and benefits to which the Seller is beneficially or legally entitled in respect of the use of such Acquired Assets; and from and after the Closing, Seller shall promptly pay to Buyer when received all monies received by Seller with respect to any Acquired Asset or any claim or right or any benefit arising thereunder.

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