Exhibit 10.1

VITAL PRODUCTS, INC.
PLACEMENT AGENT AGREEMENT

Dated as of: August 9, 2005.

The undersigned, Vital Products, Inc., (the "COMPANY"), hereby agrees with U.S. Euro Securities, Inc. (the "PLACEMENTAGENT") and Dutchess Private Equities Fund, II ,L.P., a Delaware Limited Partnership (the "INVESTOR") as follows:

1. OFFERING. The Company hereby engages the Placement Agent to act as its exclusive placement agent in connection with the Investment Agreement dated the date hereof (the "INVESTMENT AGREEMENT") pursuant to which the Company shall issue and sell to the Investor, from time to time, and the Investor shall purchase from the Company (the "OFFERING") up to Ten Million Dollars ($10,000,000) of the Company's Common Stock, par value $0.0001 per share (the "COMMON STOCK"), at price per share equal to the Purchase Price, as that term is defined in the Investment Agreement. Pursuant to the terms hereof, the Placement Agent shall render consulting services to the Company with respect to the Investment Agreement and shall be available for consultation in connection with the advances to be requested by the Company pursuant to the Investment Agreement. All capitalized terms used herein and not otherwise defined herein shall have the same meaning ascribed to them as in the Investment Agreement. The Investor will be granted certain registration rights with respect to the Common Stock as more fully set forth in the Registration Rights Agreement between the Company and the Investor dated the date hereof (the "REGISTRATION RIGHTS AGREEMENT"). The documents to be executed and delivered in connection with the Offering, including, but not limited, to this Agreement, the Investment Agreement, and the Registration Rights Agreement, are referred to sometimes hereinafter collectively as the "OFFERING MATERIALS." The Company's Common Stock is sometimes referred to hereinafter as the "SECURITIES." The Placement Agent shall not be obligated to sell any Securities and this Offering by the Placement Agent shall be solely on a "best efforts basis."

2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLACEMENT AGENT.
A. The Placement Agent represents, warrants and covenants as follows:

(i) The Placement Agent has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby.

(ii) The execution and delivery by the Placement Agent of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Placement Agent is a party or by which the Placement Agent or its properties are bound, or any judgment, decree, order or, to the Placement Agent's knowledge, any statute, rule or regulation applicable to the Placement Agent. This Agreement when executed and delivered by the Placement Agent, will constitute the legal, valid and binding obligations of the Placement Agent, enforceable in accordance with their respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally,
(b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy.

(iii) Upon receipt and execution of this Agreement the Placement Agent will promptly forward copies of this Agreement to the Company or its counsel and the Investor or its counsel.

(iv) The Placement Agent will not take any action that it reasonably believes would cause the Offering to violate the provisions of the Securities Act of 1933, as amended (the "1933 ACT"), the Securities Exchange Act of 1934 (the "1934 ACT"), the respective rules and regulations promulgated there under (the "RULES AND REGULATIONS") or applicable "Blue Sky" laws of any state or jurisdiction.

(v) The Placement Agent will use all reasonable efforts to determine (a) whether the Investor is an Accredited Investor and
(b) that any information furnished by the Investor is true and accurate. The Placement Agent shall have no obligation to insure that (x) any check, note, draft or other means of payment for the Common Stock will be honored, paid or enforceable against the Investor in accordance with its terms, or (y) subject to the performance of the Placement Agent's obligations and the accuracy of the Placement Agent's representations and warranties hereunder,
(1) the Offering is exempt from the registration requirements of the 1933 Act or any applicable state "Blue Sky" law or (2) the Investor is an Accredited Investor.

(vi) The Placement Agent is a member of the National Association of Securities Dealers, Inc., and is a broker-dealer registered as such under the 1934 Act and under the securities laws of the states in which the Securities will be offered or sold by the Placement Agent unless an exemption for such state registration is available to the Placement Agent. The Placement Agent is in compliance with all material rules and regulations applicable to the Placement Agent generally and applicable to the Placement Agent's participation in the Offering.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

A. The Company represents and warrants as follows:

(i) The execution, delivery and performance of each of this Agreement, the Investment Agreement and the Registration Rights Agreement has been or will be duly and validly authorized by the Company and is, or with respect to this Agreement, the Investment Agreement and the Registration Rights Agreement will be, a valid and binding agreement of the Company, enforceable in accordance with its respective terms, except to the extent that (a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy. The Securities to be issued pursuant to the transactions contemplated by this Agreement and the Investment Agreement have been duly authorized and, when issued and paid for in accordance with (x) this Agreement, the Equity Line of Agreement and the certificates/ instruments representing such Securities, (y) will be valid and binding obligations of the Company, enforceable in accordance with their respective terms, except to the extent that (1) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, and (2) the enforceability thereof is subject to general principles of equity. All corporate action required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken by the Company.

(ii) The Company has a duly authorized, issued and outstanding capitalization as set forth herein and in the Investment Agreement. The Company is not a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the agreements described herein and as described in the Investment Agreement, dated the date hereof and the agreements described therein. All issued and outstanding securities of the Company, have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission or preemptive rights with respect thereto and are not subject to personal liability solely by reason of being security holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company. As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, par value $0.0001 per share of which 10,750,000 shares of Common Stock are issued and outstanding and 1,000,000 prefered shares of wich 0 shares are issued and outstanding.

(iii) The Common Stock to be issued in accordance with this Agreement and the Investment Agreement has been duly authorized and when issued and paid for in accordance with this Agreement, the Investment Agreement and the certificates/instruments representing such Common Stock, will be validly issued, fully-paid and non-assessable; the holders thereof will not be subject to personal liability solely by reason of being such holders; such Securities are not and will not be subject to the preemptive rights of any holder of any security of the Company.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR.

A. The Investor represents, warrants and covenants as follows:

(i) The Investor has the necessary power to enter into this Agreement and to consummate the transactions contemplated hereby.

(ii) The execution and delivery by the Investor of this Agreement and the consummation of the transactions contemplated herein will not result in any violation of, or be in conflict with, or constitute a default under, any agreement or instrument to which the Investor is a party or by which the Investor or its properties are bound, or any judgment, decree, order or, to the Investor's knowledge, any statute, rule or regulation applicable to the Investor. This Agreement when executed and delivered by the Investor, will constitute the legal, valid and binding obligations of the Investor, enforceable in accordance with their respective terms, except to the extent that
(a) the enforceability hereof or thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws from time to time in effect and affecting the rights of creditors generally, (b) the enforceability hereof or thereof is subject to general principles of equity, or (c) the indemnification provisions hereof or thereof may be held to be in violation of public policy.

(iii) The Investor will promptly forward copies of any and all due diligence questionnaires compiled by the Investor to the Placement Agent.

5. CERTAIN COVENANTS AND AGREEMENTS OF THE COMPANY.

The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows:

A. To advise the Placement Agent of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either informed or becomes aware thereof.

B. To use its commercially reasonable efforts to cause the Common Stock issuable in connection with the Equity Line of Credit to be qualified or registered for sale on terms consistent with those stated in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent and the Investor shall reasonably request. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company.

C. Upon written request, to provide and continue to provide the Placement Agent and the Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders.

D. To deliver, during the registration period of the Equity Line Credit Agreement, to the Placement Agent upon the Placement Agent's request,

(i) within forty five (45) days, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer;

(ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and

(iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders.

E. To comply with the terms of the Offering Materials.

F. To ensure that any transactions between or among the Company, or any of its officers, directors and affiliates be on terms and conditions that are no less favorable to the Company, than the terms and conditions that would be available in an "arm's length" transaction with an independent third party.

6. INDEMNIFICATION.

A. The Company hereby agrees that it will indemnify and hold the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the SEC's Rules and Regulations promulgated there under (the "Rules and Regulations"), harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Placement Agent or such indemnified person of the Placement Agent may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in (a) Section 4 of this Agreement, (b) the Offering Materials (except those written statements relating to the Placement Agent given by an indemnified person for inclusion therein), (c) any application or other document or written communication executed by the Company or based upon written information furnished by the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof, or any state securities commission or agency; (ii) the omission or alleged omission from documents described in clauses (a), (b) or (c) above of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) the breach of any representation, warranty, covenant or agreement made by the Company in this Agreement. The Company further agrees that upon demand by an indemnified person, at any time or from time to time, it will promptly reimburse such indemnified person for any loss, claim, damage, liability, cost or expense actually and reasonably paid by the indemnified person as to which the Company has indemnified such person pursuant hereto. Notwithstanding the foregoing provisions of this Paragraph 6(A), any such payment or reimbursement by the Company of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against the Placement Agent or such indemnified person based upon specific finding of fact that the Placement Agent or such indemnified person's gross negligence or willful misfeasance will be promptly repaid to the Company.

B. The Placement Agent hereby agrees that it will indemnify and hold the Company and each officer, director, shareholder, employee or representative of the Company, and each person controlling, controlled by or under common control with the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Company or such indemnified person of the Company may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) the conduct of the Placement Agent or its officers, employees or representatives in its acting as Placement Agent for the Offering or (ii) the material breach of any representation, warranty, covenant or agreement made by the Placement Agent in this Agreement (iii) any false or misleading information provided to the Company by one of the Placement Agent's indemnified persons. Notwithstanding the foregoing provisions of this Paragraph
6(B), any such payment or reimbursement by the Placement Agent of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against such indemnified person based upon specific finding of fact as to such indemnified person's gross negligence or willful misfeasance will be promptly repaid to the Placement Agent. Placement Agent shall not be responsible for any such indemnity payment, loss, claim, damage or liability beyond what amount of the gross proceeds was paid to them.

C. The Investor hereby agrees that it will indemnify and hold the Placement Agent and each officer, director, shareholder, employee or representative of the Placement Agent, and each person controlling, controlled by or under common control with the Placement Agent within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Placement Agent or such indemnified person of the Placement Agent may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) the conduct of the Investor or its officers, employees or representatives in its acting as the Investor for the Offering or
(ii) the material breach of any representation, warranty, covenant or agreement made by the Investor in the Offering Materials (iii) any false or misleading information provided to the Placement Agent by one of the Investor's indemnified persons.

D. The Placement Agent hereby agrees that it will indemnify and hold the Investor and each officer, director, shareholder, employee or representative of the Investor, and each person controlling, controlled by or under common control with the Investor within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act or the Rules and Regulations, harmless from and against any and all loss, claim, damage, liability, cost or expense whatsoever (including, but not limited to, any and all reasonable legal fees and other expenses and disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever or in appearing or preparing for appearance as a witness in any action, suit or proceeding, including any inquiry, investigation or pretrial proceeding such as a deposition) to which the Investor or such indemnified person of the Investor may become subject under the 1933 Act, the 1934 Act, the Rules and Regulations, or any other federal or state law or regulation, common law or otherwise, arising out of or based upon (i) the conduct of the Placement Agent or its officers, employees or representatives in its acting as the Placement Agent for the Offering or (ii) the material breach of any representation, warranty, covenant or agreement made by the Placement Agent in this Agreement (iii) any false or misleading information provided to the Investor by one of the Placement Agent's indemnified persons. Notwithstanding the foregoing provisions of this Paragraph 6(D), any such payment or reimbursement by the Placement Agent of fees, expenses or disbursements incurred by an indemnified person in any proceeding in which a final judgment by a court of competent jurisdiction (after all appeals or the expiration of time to appeal) is entered against such indemnified person based upon specific finding of fact as to such indemnified person's gross negligence or willful misfeasance will be promptly repaid to the Placement Agent. Placement Agent shall not be responsible for any such indemnity payment, loss, claim, damage or liability beyond what amount of the gross proceeds was paid to them.

E. Promptly after receipt by an indemnified party of notice of commencement of any action covered by Section 6(A), (B), (C) or (D), the party to be indemnified shall, within five (5) business days, notify the indemnifying party of the commencement thereof; the omission by one (1) indemnified party to so notify the indemnifying party shall not relieve the indemnifying party of its obligation to indemnify any other indemnified party that has given such notice and shall not relieve the indemnifying party of any liability outside of this indemnification if not materially prejudiced thereby. In the event that any action is brought against the indemnified party, the indemnifying party will be entitled to participate therein and, to the extent it may desire, to assume and control the defense thereof with counsel chosen by it which is reasonably acceptable to the indemnified party. After notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party will not be liable to such indemnified party under such Section 6(A), (B), (C), or (D) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof, but the indemnified party may, at its own expense, participate in such defense by counsel chosen by it, without, however, impairing the indemnifying party's control of the defense. Subject to the proviso of this sentence and notwithstanding any other statement to the contrary contained herein, the indemnified party or parties shall have the right to choose its or their own counsel and control the defense of any action, all at the expense of the indemnifying party if, (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such action at the expense of the indemnifying party, or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to such indemnified party to have charge of the defense of such action within a reasonable time after notice of commencement of the action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees and expenses of one additional counsel shall be borne by the indemnifying party; provided, however, that the indemnifying party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstance, be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties. No settlement of any action or proceeding against an indemnified party shall be made without the consent of the indemnifying party.

F. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 6(A) or 7(B) is due in accordance with its terms but is for any reason held by a court to be unavailable on grounds of policy or otherwise, the Company and the Placement Agent shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with the investigation or defense of same) which the other may incur in such proportion so that the Placement Agent shall be responsible for such percent of the aggregate of such losses, claims, damages and liabilities as shall equal the percentage of the gross proceeds paid to the Placement Agent and the Company shall be responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 6(F), any person controlling, controlled by or under common control with the Placement Agent, or any partner, director, officer, employee, representative or any agent of any thereof, shall have the same rights to contribution as the Placement Agent and each person controlling, controlled by or under common control with the Company within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act and each officer of the Company and each director of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of

commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against the other party under this Section 6(D), notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation they may have hereunder or otherwise if the party from whom contribution may be sought is not materially prejudiced thereby. The indemnity and contribution agreements contained in this Section 6 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any indemnified person or any termination of this Agreement.

7. PAYMENT OF EXPENSES. The Company hereby agrees to bear all of the expenses in connection with the Offering, including, but not limited to the following: filing fees, printing and duplicating costs, advertisements, postage and mailing expenses with respect to the transmission of Offering Materials, registrar and transfer agent fees, and expenses, fees of the Company's counsel and accountants, issue and transfer taxes, if any.

8. CONDITIONS OF CLOSING. The Closing shall be held at the offices of the Investor or its counsel. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy of the representations and warranties of the Company herein as of the date hereof and as of the Date of Closing (the "Closing Date") with respect to the Company as if it had been made on and as of such Closing Date; the accuracy on and as of the Closing Date of the statements of the officers of the Company made pursuant to the provisions hereof; and the performance by the Company on and as of the Closing Date of its covenants and obligations hereunder and to the following further conditions:

A. Upon the effectiveness of a registration statement covering the Investment Agreement, the Placement Agent shall receive the opinion of Counsel to the Company, dated as of the date thereof, which opinion shall be in form and substance reasonably satisfactory to the Investor, their counsel and the Placement Agent.

B. At or prior to the Closing, the Placement Agent shall have been furnished such documents, certificates and opinions as it may reasonably require for the purpose of enabling them to review or pass upon the matters referred to in this Agreement and the Offering Materials, or in order to evidence the accuracy, completeness or satisfaction of any of the representations, warranties or conditions herein contained.

C. At and prior to the Closing, (i) there shall have been no material adverse change nor development involving a prospective change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Offering Materials; (ii) there shall have been no transaction, not in the ordinary course of business except the transactions pursuant to the Securities Purchase Agreement entered into by the Company which has not been disclosed in the Offering Materials or to the Placement Agent in writing; (iii) except as set forth in the Offering Materials, the Company shall not be in default under any provision of any instrument relating to any outstanding indebtedness for which a waiver or extension has not been otherwise received; (iv) except as set forth in the Offering Materials, the Company shall not have issued any securities (other than those to be issued as provided in the Offering Materials) or declared or paid any dividend or made any distribution of its capital stock of any class and there shall not have been any change in the indebtedness (long or short term) or liabilities or obligations of the Company (contingent or otherwise) and trade payable debt; (v) no material amount of the assets of the Company shall have been pledged or mortgaged, except as indicated in the Offering Materials; and (v) no action, suit or proceeding, at law or in equity, against the Company or affecting any of its properties or businesses shall be pending or threatened before or by any court or federal or state commission, board or other administrative agency, domestic or foreign, wherein an unfavorable decision, ruling or finding could materially adversely affect the businesses, prospects or financial condition or income of the Company, except as set forth in the Offering Materials. D. At Closing, the Placement Agent shall receive a certificate of the Company signed by an executive officer and chief financial officer, dated as of the applicable Closing, to the effect that the conditions set forth in subparagraph (C) above have been satisfied and that, as of the applicable closing, the representations and warranties of the Company set forth herein are true and correct.

10. PLACEMENT AGENT FEE: The Company agrees to pay U.S. Euro Securities, a registered broker dealer, a maximum of $10,000 as a fee payable from 1% (one percent) of the Put Amount on each draw.

11. MISCELLANEOUS. A. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all which shall be deemed to be one and the same instrument. B. Any notice required or permitted to be given hereunder shall be given in writing and shall be deemed effective when deposited in the United States mail, postage prepaid, or when received if personally delivered or faxed (upon confirmation of receipt received by the sending party), addressed as follows:

Marina  del Rey, CA 90292
Tel:   212 213 5444
Fax:   212 658 9009

Canda

Tel:    416 650 5711
Fax:    416 650 1255

If to the Investor:

Dutchess Private Equities fund, II ,LP
312 Stuart St.
Boston, MA 02116

Tel: (617) 960-3582
Fax: (617) 960-3772

or to such other address of which written notice is given to the others.

C. This Agreement shall be governed by and construed in all respects under the laws of the State of Delaware without reference to its conflict of laws rules or principles. Any suit, action, proceeding or litigation arising out of or relating to this Agreement shall be brought and prosecuted in such federal or state court or courts located within the Commonwealth of Massachusetts as provided by law. The parties hereby irrevocably and unconditionally consent to the jurisdiction of each such court or courts located within the Commonwealth of Massachusetts and to service of process by registered or certified mail, return receipt requested, or by any other manner provided by applicable law, and hereby irrevocably and unconditionally waive any right to claim that any suit, action, proceeding or litigation so commenced has been commenced in an inconvenient forum.

D. This Agreement and the other agreements referenced herein contain the entire understanding between the parties hereto and may not be modified or amended except by a writing duly signed by the party against whom enforcement of the modification or amendment is sought.

E. If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

COMPANY:

Vital Products, Inc.

/s/ Michael Levine
-------------------------------
Name: Michael Levine
Title:  CEO

PLACEMENT AGENT:

U.S. EURO SECURITIES

/s/ Michael Fugler
-------------------------------
Name:   Michael Fugler
Title:  Chairman


/s/ Anthony Dudzinal
-------------------------------
Name:   Anthony Dudzinal
Title:  CEO, Compliance Department

INVESTOR:

DUTCHESS PRIVATE EQUITIES FUND, II ,L.P.
BY ITS GENERAL PARTNER DUTCHESS
CAPITAL MANAGEMENT, LLC

/s/ Douglas H. Leighton
-------------------------------
Name: Douglas H. Leighton
Title: A Managing Member

Exhibit 10.2

INVESTMENT AGREEMENT

INVESTMENT AGREEMENT (this "AGREEMENT"), dated as of August 9, 2005 by and between Vital Products, Inc, a Delaware corporation (the "COMPANY"), and Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership (the "INVESTOR").

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall invest up to $10,000,000 to purchase the Company's common stock, .0001 par value per share (the "COMMON STOCK");

WHEREAS, such investments will be made in reliance upon the provisions of Section 4(2) under the Securities Act of 1933, as amended (the "1933 ACT"), Rule 506 of Regulation D, and the rules and regulations promulgated thereunder, and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments in Common Stock to be made hereunder; and

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement substantially in the form attached hereto as Exhibit A (the "REGISTRATION RIGHTS AGREEMENT") pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules and regulations promulgated thereunder, and applicable state securities laws.

NOW THEREFORE, in consideration of the foregoing recitals, which shall be considered an integral part of this Agreement, the covenants and agreements set forth hereafter, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Investor hereby agree as follows:

1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings specified or indicated, and such meanings shall be equally applicable to the singular and plural forms of the defined terms.

"1933 ACT" shall mean the Securities Act of 1933, as it may be amended.

"1934 ACT" shall mean the Securities Exchange Act of 1934, as it may be
amended.

"AFFILIATE" shall have the meaning specified in Section 5(h).

"AGREEMENT" shall mean this Investment Agreement.

"BEST BID" shall mean the highest quoted bid for the Company's common shares among all competing market makers.

"BUY-IN" shall have the meaning specified in Section 6.

"BUY-IN ADJUSTMENT AMOUNT" shall have the meaning specified in Section 6.

"CLOSING" shall have the meaning specified in Section 2(h).

"CLOSING DATE" shall mean, as defined in Section 2(h), the date which is the seven (7) Trading Days following the Put Notice Date.

"COMMON STOCK" shall mean the Common Stock of the Company.

"CONTROL" or "CONTROLS" shall have the meaning specified in Section 5(h).

"COVERING SHARES" shall have the meaning specified in Section 6.

"EFFECTIVE DATE" shall mean the date the SEC declares effective under the 1933 Act the Registration Statement covering the Securities.

"ENVIRONMENTAL LAWS" shall have the meaning specified in Section 4(m).

"EXECUTION DATE" shall mean the date all Transaction Documents are executed by the Company and Investor.

"INDEMNITEES" shall have the meaning specified in Section 10.

"INDEMNIFIED LIABILITIES" shall have the meaning specified in Section 10.

"INEFFECTIVE PERIOD" shall mean any period of time that the Registration Statement or any Supplemental Registration Statement (as defined in the Registration Rights Agreement) becomes ineffective or unavailable for use for the sale or resale, as applicable, of any or all of the Registrable Securities (as defined in the Registration Rights Agreement) for any reason (or in the event the prospectus under either of the above is not current and deliverable) during any time period required under the Registration Rights Agreement.

"INVESTOR" shall mean Dutchess Private Equities Fund, II, L.P., a Delaware limited partnership.

"MAJOR TRANSACTION" shall have the meaning specified in Section 2(g).

"MATERIAL ADVERSE EFFECT" shall have the meaning specified in Section 4(a).

"MAXIMUM COMMON STOCK ISSUANCE" shall have the meaning specified in
Section 2(j).

"MINIMUM ACCEPTABLE PRICE" with respect to any Put Notice Date shall mean 75% of the average of the closing best bid prices for the ten (10) Trading Day period immediately preceding such Put Notice Date.

"OPEN PERIOD" shall mean the period beginning on and including the Trading Day immediately following the Effective Date and ending on the earlier to occur of (i) the date which is 36 (thirty-six) months from the Effective Date and (ii) termination of the Agreement in accordance with Section 9.

"PAYMENT AMOUNT" shall have the meaning specified in Section 2(p).

"PRICING PERIOD" shall mean the period beginning on the Put Notice Date and ending on and including the date which is five (5) Trading Days after such Put Notice Date.

"PRINCIPAL MARKET" shall mean the American Stock Exchange, Inc., the National Association of Securities Dealer's, Inc. OTC-BB, Pink Sheets, the Nasdaq National Market System or the Nasdaq SmallCap Market, whichever is the principal market on which the Common Stock is listed.

"PROSPECTUS" shall mean the prospectus, preliminary prospectus and supplemental prospectus used in connection with the Registration Statement.

"PURCHASE AMOUNT" shall mean the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.

"PURCHASE PRICE" shall mean 94% (ninety-four percent) of the average three lowest closing best bid prices of the Common Stock during the Pricing Period.

"PUT AMOUNT" shall have the meaning set forth in Section 2(b) hereof.

"PUT NOTICE" shall mean a written notice sent to the Investor by the Company stating the Put Amount of Shares the Company intends to sell to the Investor pursuant to the terms of the Agreement and stating the current number of Shares issued and outstanding on such date.

"PUT NOTICE DATE" shall mean the Trading Day immediately following the day on which the Investor receives a Put Notice, however a Put Notice shall be deemed delivered on (x) the Trading Day it is received by facsimile if such notice is received prior to 9:00 am Eastern Time, or (y) the immediately succeeding Trading Day if it is received by facsimile or otherwise after 9:00 am Eastern Time on a Trading Day. No Put Notice may be deemed delivered on a day that is not a Trading Day.

"PUT RESTRICTION" shall mean the days between the end of the Pricing Period and the date on which the Put closed. During this time, the Company shall not be entitled to deliver another Put Notice.

"REGISTRATION PERIOD" shall have the meaning specified in Section 5(c).

"REGISTRATION RIGHTS AGREEMENT" shall mean the Agreement entered into by the Company with Investor for the registration of the Securities.

"REGISTRATION STATEMENT" means the registration statement of the Company filed under the 1933 Act covering the Common Stock issuable hereunder.

"RELATED PARTY" shall have the meaning specified in Section 5(h).

"REPURCHASE EVENT" shall have the meaning specified in Section 2(p).

"RESOLUTION" shall have the meaning specified in Section 8(f).

"SEC" shall mean the U.S. Securities & Exchange Commission.

"SEC DOCUMENTS" shall have the meaning specified in Section 4(f).

"SECURITIES" shall mean the shares of Common Stock issued pursuant to the terms of the Agreement.

"SHARES" shall mean the shares of common stock of the Company having .0001 par value per share.

"SOLD SHARES" shall have the meaning specified in Section 6.

"SUBSIDIARIES" shall have the meaning specified in Section 4(a).

"TRADING DAY" shall mean any day on which the Principal Market for the Company's common stock is open for trading, from the hours of 9:30 am until 4:00 pm.

"TRANSACTION DOCUMENTS" shall mean this Agreement, the Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with this Agreement.

2. PURCHASE AND SALE OF COMMON STOCK

a. Purchase and Sale of Common Stock. Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of $10,000,000.

b. Delivery of Put Notices. (i) Subject to the terms and conditions of the Transaction Documents, and from time to time during the Open Period, the Company may, in its sole discretion, deliver a Put Notice to the Investor which states the Put Amount (designated in shares of Common Stock) which the Company intends to sell to the Investor on a Closing Date. The Put Notice shall be in the form attached hereto as Exhibit "F" and incorporated herein by reference. The Put Amount designated by the Company in the form of a Put Notice shall be as follows:

The amount that the Company shall be entitled to Put to the Investor shall be equal to, at the Company's election, either: a) 200% of the average daily volume (U.S. market only) of the Common Stock for the 10 (ten) Trading Days prior to the applicable Put Notice Date multiplied by the average of the three (3) daily closing best bid prices immediately preceding the Put Date, or b) $50,000. In no event shall the amount of the Put be more than $1,000,000.

During the Open Period, the Company shall not be entitled to submit a Put Notice until after the previous Closing has been completed. The Purchase Price for the Common Stock identified in the Put Notice shall be equal to 94% (ninety-four percent) of the three lowest closing best bid prices of the Common Stock during the Pricing Period.

(ii) If the closing best bid price during the applicable Pricing Period with respect to that Put Notice is less than 75% (seventy-five percent) of the closing best bid prices of the Common Stock for the ten (10) Trading Days prior to the Put Notice Date ("MINIMUM ACCEPTABLE PRICE") the Put Notice will terminate, only at the Company's request, sent via FACSIMILE to the Investor, the Investor will continue the Put until the FACSIMILE is received by the Investor. In the event that the closing best bid price for the applicable Pricing Period is less than the Minimum Acceptable Price, the Company may elect, by sending written notice to the Investor via facsimile with a copy to the Investor, to cancel that portion of the Put Notice remaining for that number of Trading Days remaining after the written cancellation notice is received by the Investors. The written notice shall be deemed

received by the Investors on (i) the Trading Day it is actually received by facsimile if such notice is received on or prior to 9:00 A.M. New York time, or (ii) the immediately succeeding Trading Day if it is received by facsimile after 9:00 A.M. New York time on a Trading Day or at anytime on a day which is not a Trading Day. Notwithstanding the foregoing, there shall be a closing with respect to, and the Company shall be responsible for delivering, that number of shares of Common Stock to the Company that were sold by the Investors through and including the end of the Trading Day the written cancellation notice is received by the Investor.

(iii) Within Thirteen (13) calendar days after the commencement of each calendar quarter occurring subsequent to the commencement of the Open Period, the Company undertakes to notify Investor as to its reasonable expectations as to the Put Amount it intends to raise during such calendar quarter, if any, through the issuance of Put Notices. Such notification shall constitute only the Company's good faith estimate with respect to such calendar quarter and shall in no way obligate the Company to raise such amount during such calendar quarter or otherwise limit its ability to deliver Put Notices during such calendar quarter. The failure by the Company to comply with this provision can be cured by the Company's notifying Investor at any time as to its reasonable expectations with respect to the current calendar quarter.

c. Interest. It is the intention of the parties that any interest that may be deemed to be payable under this Agreement shall not exceed the maximum amount permitted under any applicable law. If a law, which applies to this Agreement which sets the maximum interest amount, is finally interpreted so that the interest in connection with this Agreement exceeds the permitted limits, then: (1) any such interest shall be reduced by the amount necessary to reduce the interest to the legally permitted limit; and (2) any sums already collected (if any) from the Company which exceed the legally permitted limits will be refunded to the Company. The Investor may choose to make this refund by reducing the amount that the Company owes under this Agreement or by making a direct payment to the Company. If a refund reduces the amount that the Company owes the Investor, the reduction will be treated as a partial payment. In case any provision of this Agreement is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.

d. reserved.

e. Limitation on Investor's Obligation to Purchase Shares. Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be required to purchase, and the Company shall in no event sell to the Investor, that number of Shares, which when added to the sum of the number of Shares "beneficially owned" (as such term is defined under
Section 13(d) and Rule 13d-3 of the Securities Exchange Act of 1934, as may be amended, (the "1934 ACT")), by the Investor, would exceed 4.99% of the

number of Shares outstanding on the Put Notice Date for such Pricing Period, as determined in accordance with Rule 13d-1(j) promulgated under the 1934 Act. In no event shall the Investor purchase Shares other than pursuant to this Agreement until such date as this Agreement is terminated. Each Put Notice shall include a representation of the Company as to the number of Shares outstanding on the related Put Notice Date. In the event that the number of Shares outstanding is different on any date during a Pricing Period than the number of Shares outstanding on the Put Notice Date associated with such Pricing Period, then the number of Shares outstanding on such date during such Pricing Period shall govern for purposes of determining whether the Investor would be acquiring beneficial ownership of more than 4.99% of the number of Shares outstanding during such period.

f. Conditions to Investor's Obligation to Purchase Shares. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice and the Investor shall not be obligated to purchase any Shares at a Closing (as defined in Section 2(h)) unless each of the following conditions are satisfied:

(i) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) at all times until the Closing with respect to the subject Put Notice;

(ii) at all times during the period beginning on the related Put Notice Date and ending on and including the related Closing Date, the Common Stock shall have been listed on the Principal Market and shall not have been suspended from trading thereon for a period of five (5) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock;

(iii) the Company has complied with its obligations and is otherwise not in breach of a material provision of, or in default under, this Agreement, the Registration Rights Agreement or any other agreement executed in connection herewith which has not been corrected prior to delivery of the Put Notice Date; with the exception of immaterial breach or noncompliance that does not adversely affect parties to this agreement.

(iv) no injunction shall have been issued and remain in force, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the Securities; and

(v) the issuance of the Securities will not violate the shareholder approval requirements of the Principal Market.

If any of the events described in clauses (i) through (v) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.

g. For purposes of this Agreement, a "MAJOR TRANSACTION" shall be deemed to have occurred upon the closing of any of the following events: (i) the consolidation, merger or other business combination of the Company with or into another person (other than pursuant to a migratory merger effected solely for the purposes of changing the jurisdiction of incorporation of the Company or other than a transaction in which the Company is the surviving corporation)
(ii) the sale or transfer of all or substantially all of the Company's assets; or (iii) the consummation of a purchase, tender or exchange offer made to, and accepted by, the holders of more than 30% of the economic interest in, or the combined voting power of all classes of voting stock of, the Company.

h. Mechanics of Purchase of Shares by Investor. Subject to the satisfaction of the conditions set forth in Sections 2(f), 7 and 8, the closing of the purchase by the Investor of Shares (a "CLOSING") shall occur on the date which is no later than Seven (7) Trading Days following the applicable Put Notice Date (each a "CLOSING DATE"). Prior to each Closing Date, (i) the Company shall deliver to the Investor, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor and (ii) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(b) and (d), by wire transfer. In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (which shall be specified by the Investor a reasonably sufficient time in advance) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.

The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic loss to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to pay late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of days beyond the Closing Date):

                                        Late Payment For Each
No. of Days Late                        $10,000 of Common Stock

         2                                      $  200
         3                                      $  300
         4                                      $  400
         5                                      $  500
         6                                      $  600
         7                                      $  700
         8                                      $  800
         9                                      $  900
        10                                      $1,000
        Over 10                         $1,000 + $200 for each
                                        Business Day late beyond 10

The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except to the extent that such late payments shall constitute payment for and offset any such actual damages alleged by the Investor, and any Buy In Adjustment Amount.

i Reserved.

j. Overall Limit on Common Stock Issuable. Notwithstanding anything contained herein to the contrary, if during the Open Period the Company becomes listed on an exchange that limits the number of shares of Common Stock that may be issued without shareholder approval, then the number of Shares issuable by the Company and purchasable by the Investor, including the shares of Common Stock issuable to the Investors pursuant to Section 11(b), shall not exceed that number of the shares of Common Stock that may be issuable without shareholder approval, subject to appropriate adjustment for stock splits, stock dividends, combinations or other similar recapitalization affecting the Common Stock (the "MAXIMUM COMMON STOCK ISSUANCE"), unless the issuance of Shares, including any Common Stock to be issued to the Investors pursuant

to Section 11(b), in excess of the Maximum Common Stock Issuance shall first be approved by the Company's shareholders in accordance with applicable law and the By-laws and Articles of Incorporation of the Company, if such issuance of shares of Common Stock could cause a delisting on the Principal Market. The parties understand and agree that the Company's failure to seek or obtain such shareholder approval shall in no way adversely affect the validity and due authorization of the issuance and sale of Securities or the Investor's obligation in accordance with the terms and conditions hereof to purchase a number of Shares in the aggregate up to the Maximum Common Stock Issuance limitation, and that such approval pertains only to the applicability of the Maximum Common Stock Issuance limitation provided in this Section 2(j).

k. Reserved

l. Reserved

m. Reserved

n. Reserved

o. Reserved

p. Delisting; Suspension. If at any time during the Open Period or within thirty (30) calendar days after the end of the Open Period, (i) the Registration Statement, after it has been declared effective, shall not remain effective and available for sale of all the Registrable Securities for a period exceeding 10 calendar days, (ii) the Common Stock shall not be listed on the Principal Market or shall have been suspended from trading thereon (excluding suspensions of not more than one trading day resulting from business announcements by the Company) or the Company shall have been notified of any pending or threatened proceeding or other action to delist or suspend the Common Stock, (iii) there shall have occurred a Major Transaction (as defined in Section 2(g)) or the public announcement of a pending Major Transaction which has not been abandoned or terminated, or (iv) the Registration Statement is no longer effective or stale for a period of more than five (5) Trading Days as a result of the Company's failure to timely file its financial statements or for any other reason, the Company shall repurchase within thirty (30) calendar days of the occurrence of one of the events listed in clauses (i), (ii), (iii) or (iv) above (each a "REPURCHASE EVENT") and subject to the limitations imposed by applicable federal and state law, all or any part of the Securities issued to the Investor within the sixty (60) Trading Days preceding the occurrence of the Repurchase Event and then held by the Investor at a price per Share equal to the highest closing best bid price during the period beginning on the date of the Repurchase Event and ending on and including the date on which the Investor is paid by the Company for the repurchase of the Shares (the "PAYMENT AMOUNT"). If the Company fails to pay to the Investor the full aggregate Payment Amount within ten (10) calendar days of the occurrence of a Repurchase Event, the Company shall pay to the Investor, on the first Trading Day following such tenth (10th) calendar day, in addition to and not in lieu of the Payment Amount payable by the Company to the Investor, an amount equal to two (2%) percent of the aggregate Payment Amount then due and payable to the Investor, in cash by wire transfer, plus compounded annual interest of 18% on such Payment Amount during the period, beginning on the day following such tenth calendar day, during which such Payment Amount, or any portion thereof, is outstanding.

3. INVESTOR'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

The Investor represents and warrants to the Company, and covenants, that:

a. Sophisticated Investor. The Investor has, by reason of its business and financial experience, such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that it is capable of (A) evaluating the merits and risks of an investment in the Securities and making an informed investment decision, (B) protecting its own interest and (C) bearing the economic risk of such investment for an indefinite period of time.

b. Authorization; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

c. Section 9 of the 1934 Act. During the Open Period, the Investor will comply with the provisions of Section 9 of the 1934 Act, and the rules promulgated thereunder, with respect to transactions involving the Common Stock. The Investor agrees not to short, either directly or indirectly through its affiliates, principals or advisors, the Company's common stock during the term of this Agreement, however, it shall not be deemed a short if the Investor sells common stock after the delivery of the Put Notice from the Company.

d. Accredited Investor. Investor is an "Accredited Investor" as that term is defined in Rule 501(a)(3) of Regulation D of the 1933 Act.

e. No Conflicts. The execution, delivery and performance of the Transaction Documents by the Investor and the consummation by the Investor of the transactions contemplated hereby and thereby will not result in a violation of the Articles of Incorporation, the By-laws or other organizational documents of the Investor.

f. The Investor has received all materials relating to the business, finance and operations of the Company which have been requested by the Purchaser. The Investor has had an opportunity to discuss the business, management and financial affairs of the Company with the Company's management;

g. The Investor is a Limited Partnership duly organized, validly existing and in good standing under the law of Delaware.

h. The Investor understands it is responsible for its own tax liabilities.

i. The Investor is purchasing the Securities for its own account for investment purposes and not with a view towards distribution; provided, however, that by making the representations herein, the Investor does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under applicable state and/or federal securities law.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth in the Schedules attached hereto, the Company represents and warrants to the Investor that:

a. Organization and Qualification. The Company is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect. As used in this Agreement, "MATERIAL ADVERSE EFFECT" means any material adverse effect on the business, properties, assets, operations, results of operations, financial condition or prospects of the Company and its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements and instruments to be entered into in connection herewith, or on the authority or ability of the Company to perform its obligations under the Transaction Documents (as defined in Section 1 and
4(b)below). The Company has no subsidiaries.

b. Authorization; Enforcement; Compliance with Other Instruments.
(i) The Company has the requisite corporate power and authority to enter into and perform this Agreement, the Registration Rights Agreement and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the "TRANSACTION DOCUMENTS"), and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the reservation for issuance and the issuance of the Securities pursuant to this Agreement, have been duly and validly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors, or its shareholders, (iii) the Transaction Documents have been duly and validly executed and delivered by the Company, and (iv) the Transaction Documents constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies.

c. Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, $0.0001 par value per share, of which as of the date hereof, 10,750,000 shares are issued and outstanding; and 1,000,000 preferred shares, $0.001 par value per share, of which as of the date hereof, no shares are issued and outstanding.

shares of Common Stock are issuable upon the exercise of options, warrants and conversion rights. All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 4(c) which is attached hereto and made a part hereof,
(i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding shares of capital stock, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except the Registration Rights Agreement), (v) there are no outstanding securities of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement, (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement and (viii) there is no dispute as to the class of any shares of the Company's capital stock. The Company has furnished to the Investor, or the Investor has had access through EDGAR to, true and correct copies of the Company's Articles of Incorporation, as in effect on the date hereof (the "ARTICLES OF INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the "BY-LAWS '), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

d. Issuance of Shares. A sufficient number of Shares issuable pursuant to this Agreement has been duly authorized and reserved for issuance (subject to adjustment pursuant to the Company's covenant set forth in
Section 5(f) below) pursuant to this Agreement. Upon issuance in accordance with this Agreement, the Securities will be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. In the event the Company cannot register a sufficient number of Shares, due to the remaining number of authorized shares of Common Stock being insufficient, the Company will use its best efforts to register the maximum number of shares it can based on the remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable.

e. No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws or (ii) conflict with, or constitute a material default (or an event which with notice or lapse of time or both would become a material default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any material agreement, contract, indenture mortgage, indebtedness or instrument to which the Company or any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of the Principal Market or principal securities exchange or trading market on which the Common Stock is traded or listed) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected. Except as disclosed in Schedule
4(e), neither the Company nor its Subsidiaries is in violation of any term of, or in default under, the Articles of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the By-laws or their organizational charter or by-laws, respectively, or any contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults, terminations, amendments, accelerations, cancellations and violations that would not individually or in the aggregate have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, statute, ordinance, rule, order or regulation of any governmental authority or agency, regulatory or self-regulatory agency, or court, except for possible violations the sanctions for which either individually or in the aggregate would not have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the 1933 Act, the Company is not required to obtain any consent, authorization, permit or order of, or make any filing or registration (except the filing of a registration statement) with, any court, governmental authority or agency, regulatory or self-regulatory agency or other third party in order for it to execute, deliver or perform any of its obligations under, or contemplated by, the Transaction Documents in accordance with the terms hereof or thereof. All consents, authorizations, permits, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof and are in full force and effect as of the date hereof. Except as disclosed in Schedule 4(e), the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company is not, and will not be, in violation of the listing requirements of the Principal Market as in effect on the date hereof and on each of the Closing Dates and is not aware of any facts which would reasonably lead to delisting of the Common Stock by the Principal Market in the foreseeable future.

f. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Company prior to such Closing Date.

g. Absence of Certain Changes. Except as disclosed in Schedule
4(g), the Company does not intend to change the business operations of the Company. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any bankruptcy law nor does the Company or its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy proceedings.

h. Absence of Litigation. Except as set forth in Schedule
4(h), there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company's Subsidiaries or any of the Company's or the Company's Subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a Material Adverse Effect.

i. Acknowledgment Regarding Investor's Purchase of Shares. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm's length purchaser with respect to the Transaction Documents

and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor's purchase of the Securities. The Company further represents to the Investor that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

j. No Undisclosed Events, Liabilities, Developments or Circumstances. Since July 31, 2005, no event, liability, development or circumstance has occurred or exists, or to the Company's knowledge is contemplated to occur, with respect to the Company or its Subsidiaries or their respective business, properties, assets, prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities laws on a registration statement filed with the SEC relating to an issuance and sale by the Company of its Common Stock and which has not been publicly announced.

k. Employee Relations. Neither the Company nor any of its Subsidiaries is involved in any union labor dispute nor, to the knowledge of the Company or any of its Subsidiaries, is any such dispute threatened. Neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that relations with their employees are good. No executive officer (as defined in Rule 501(f) of the 1933 Act) has notified the Company that such officer intends to leave the Company's employ or otherwise terminate such officer's employment with the Company.

l. Intellectual Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. Except as set forth on Schedule
4(l), none of the Company's trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights necessary to conduct its business as now or as proposed to be conducted have expired or terminated, or are expected to expire or terminate within two years from the date of this Agreement. The Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others and, except as set forth on Schedule 4(l), there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement; and the Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties.

m. Environmental Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the three foregoing cases, the failure to so comply would have, individually or in the aggregate, a Material Adverse Effect.

n. Title. The Company and its Subsidiaries good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, free and clear of all liens, encumbrances and defects except such as are described in Schedule 4(n) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

o. Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company reasonably believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

p. Regulatory Permits. The Company and its Subsidiaries have in full force and effect all certificates, approvals, authorizations and permits from the appropriate federal, state, local or foreign regulatory authorities and comparable foreign regulatory agencies, necessary to own, lease or operate their respective properties and assets and conduct their respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, approval, authorization or permit, except for such certificates, approvals, authorizations or permits which if not obtained, or such revocations or modifications which, would not have a Material Adverse Effect.

q. Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

r. No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company's officers has or is expected to have a Material Adverse Effect.

s. Tax Status. The Company and each of its Subsidiaries has made or filed all United States federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

t. Certain Transactions. Except as set forth on Schedule 4(t) and except for arm's length transactions pursuant to which the Company makes payments in the ordinary course of business upon terms no less favorable than the Company could obtain from third parties and other than the grant of stock options disclosed on Schedule 4(c), none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

u. Dilutive Effect. The Company understands and acknowledges that the number of shares of Common Stock issuable upon purchases pursuant to this Agreement will increase in certain circumstances including, but not necessarily limited to, the circumstance wherein the trading price of the Common Stock declines during the period between the Effective Date and the end of the Open Period. The Company's executive officers and directors have studied and fully understand the nature of the transactions contemplated by this Agreement and recognize that they have a potential dilutive effect. The board of directors of the Company has concluded, in its good faith business judgment, that such issuance is in the best interests of the Company. The Company specifically acknowledges that, subject to such limitations as are expressly set forth in the Transaction Documents, its obligation to issue shares of Common Stock upon purchases pursuant to this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

v. Right of First Refusal. The Company shall not, directly or indirectly, without the prior written consent of Investor, which will not be unreasonably withheld, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition) any of its Common Stock or securities convertible into Common Stock at a price that is less than the market price of the Common Stock at the time of issuance of such security or investment (a "SUBSEQUENT FINANCING") for a period of one year after the Effective Date, except (i) the granting of options or warrants to employees, officers, directors and consultants, and the issuance of shares upon exercise of options granted, under any stock option plan heretofore or hereafter duly adopted by the Company, (ii) shares issued upon exercise of any currently outstanding warrants or options and upon conversion of any currently outstanding convertible debenture or convertible preferred stock, in each case disclosed pursuant to Section 4(c), (iii) securities issued in connection with the capitalization or creation of a joint venture with a strategic partner, (iv) shares issued to pay part or all of the purchase price for the acquisition by the Company of another entity (which, for purposes of this clause (iv), shall not include an individual or group of individuals), and (v) shares issued in a bona fide public offering by the Company of its securities, unless (A) the Company delivers to Investor a written notice (the "SUBSEQUENT FINANCING NOTICE") of its intention to effect such Subsequent Financing, which Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder, the person with whom such Subsequent Financing shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) Investor shall not have notified the Company by 5:00 p.m. (New York time) on the fifth (5th) Trading Day after its receipt of the Subsequent Financing Notice of its willingness to provide, subject to completion of mutually acceptable documentation, financing to the Company on substantially the terms set forth in the Subsequent Financing Notice,
(vi) to enter into a loan, credit or leas facility with a bank or other financing institution. If Investor shall fail to notify the Company of its intention to enter into such negotiations within such time period, then the Company may effect the Subsequent Financing substantially upon the terms set forth in the Subsequent Financing Notice; PROVIDED THAT the Company shall provide Investor with a second Subsequent Financing Notice, and Investor shall again have the right of first refusal set forth above in this Section, if the Subsequent Financing subject to the initial Subsequent Financing Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice. The rights granted to Investor in this Section are not subject to any prior right of first refusal given to any other person except as disclosed on Schedule 4(c).

w. Lock-up. The Company shall cause its officers, insiders, directors to refrain from selling Common Stock during each Pricing Period. The Company shall use its best efforts to cause affiliates or other related parties to refrain from selling Common Stock during each Pricing Period.

x. No General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Common Stock offered hereby.

5. COVENANTS OF THE COMPANY

a. Best Efforts. The Company shall use its best efforts timely to satisfy each of the conditions to be satisfied by it as provided in
Section 7 of this Agreement.

b. Blue Sky. The Company shall, at its sole cost and expense, on or before each of the Closing Dates, take such action as the Company shall reasonably determine is necessary to qualify the Securities for, or obtain exemption for the Securities for, sale to the Investor at each of the Closings pursuant to this Agreement under applicable securities or "Blue Sky" laws of such states of the United States, as reasonably specified by Investor, and shall provide evidence of any such action so taken to the Investor on or prior to the Closing Date. The Company shall, at its sole cost and expense, make all filings and reports relating to the offer and sale of the Securities required under the applicable securities or "Blue Sky" laws of such states of the United States following each of the Closing Dates.

c. Reporting Status. Until the earlier to occur of (i) the first date which is after the date this Agreement is terminated pursuant to Section 9 and on which the Holders (as that term is defined in the Registration Rights Agreement) may sell all of the Securities without restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor thereto), and
(ii) the date on which (A) the Holders shall have sold all the Securities and (B) this Agreement has been terminated pursuant to Section 9 (the "REGISTRATION PERIOD"), the Company shall file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as a reporting company under the 1934 Act.

d. Use of Proceeds. The Company will use the proceeds from the sale of the Shares (excluding amounts paid by the Company for fees as set forth in the Transaction Documents) for general corporate and working capital purposes, or for other purposes that the Board of Directors deem to be in the best interests of the Company.

e. Financial Information. The Company agrees to make available to the Investor via EDGAR or other electronic means the following to the Investor during the Registration Period: (i) within five (5) Trading Days after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-KSB, its Quarterly Reports on Form 10-QSB, any Current Reports on Form 8-K and any Registration Statements or amendments filed pursuant to the 1933 Act; (ii) on the same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries, unless otherwise publicly available (iii) copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders unless otherwise publicly available and (iv) within two
(2) calendar days of filing or delivery thereof, copies of all documents filed with, and all correspondence sent to, the Principal Market, any securities exchange or market, or the National Association of Securities Dealers, Inc., unless such information is material nonpublic information.

f. Reservation of Shares. Subject to the following sentence, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, a sufficient number of shares of Common Stock to provide for the issuance of the Securities hereunder. In the event that the Company determines that it does not have a sufficient number of authorized shares of Common Stock to reserve and keep available for issuance as described in this Section 5(f), the Company shall use its best efforts to increase the number of authorized shares of Common Stock by seeking shareholder approval for the authorization of such additional shares.

g. Listing. The Company will maintain the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) upon the Principal Market and each other national securities exchange and automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and shall maintain, such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents. The Company shall maintain the Common Stock's authorization for quotation on the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market (excluding suspensions of not more than one trading day resulting from business announcements by the Company). The Company shall promptly provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of the Common Stock for listing on such automated quotation system or securities exchange at the same time as the information is made public. The Company shall pay all fees and expenses in connection with satisfying its obligations under this
Section 5(g).

h. Transactions With Affiliates. The Company shall not, and shall cause each of its Subsidiaries not to, enter into, amend, modify or supplement, or permit any Subsidiary to enter into, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any of its or any Subsidiary's officers, directors, persons who were officers or directors at any time during the previous two years, shareholders who beneficially own 5% or more of the Common Stock, or affiliates or with any individual related by

blood, marriage or adoption to any such individual or with any entity in which any such entity or individual owns a 5% or more beneficial interest (each a "RELATED PARTY"), except for (i) customary employment arrangements and benefit programs on reasonable terms, (ii) any agreement, transaction, commitment or arrangement on an arms-length basis on terms no less favorable than terms which would have been obtainable from a person other than such Related Party, or (iii) any agreement, transaction, commitment or arrangement which is approved by a majority of the disinterested directors of the Company. For purposes hereof, any director who is also an officer of the Company or any Subsidiary of the Company shall not be a disinterested director with respect to any such agreement, transaction, commitment or arrangement. "AFFILIATE" for purposes hereof means, with respect to any person or entity, another person or entity that, directly or indirectly, (i) has a 5% or more equity interest in that person or entity, (ii) has 5% or more common ownership with that person or entity, (iii) controls that person or entity, or (iv) is under common control with that person or entity. "CONTROL" or "CONTROLS" for purposes hereof means that a person or entity has the power, direct or indirect, to conduct or govern the policies of another person or entity.

i. Reserved.

j. Corporate Existence. The Company shall use its best efforts to preserve and continue the corporate existence of the Company.

k. Notice of Certain Events Affecting Registration; Suspension of Right to Make a Put. The Company shall promptly notify Investor upon the occurrence of any of the following events in respect of a Registration Statement or related prospectus in respect of an offering of the Securities:
(i) receipt of any request for additional information by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related prospectus; (ii) the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related prospectus or documents so that, in the case of a Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the related prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (v) the Company's reasonable determination that a post-effective amendment to the Registration Statement would be appropriate, and the Company shall promptly make available to Investor any such supplement or amendment to the related prospectus. The Company shall not deliver to Investor any Put Notice during the continuation of any of the foregoing events.

l. Reimbursement. If (i) Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by any shareholder of the Company, in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person, or (ii) Investor, other than by reason of its gross negligence or willful misconduct, becomes involved in any capacity in any action, proceeding or investigation brought by the SEC against or involving the Company or in connection with or as a result of the consummation of the transactions contemplated by the Transaction Documents, or if Investor is impleaded in any such action, proceeding or investigation by any person, then in any such case, the Company will reimburse Investor for its reasonable legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, as such expenses are incurred. In addition, other than with respect to any matter in which Investor is a named party, the Company will pay to Investor the charges, as reasonably determined by Investor, for the time of any officers or employees of Investor devoted to appearing and preparing to appear as witnesses, assisting in preparation for hearings, trials or pretrial matters, or otherwise with respect to inquiries, hearing, trials, and other proceedings relating to the subject matter of this Agreement. The reimbursement obligations of the Company under this section shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any affiliates of Investor that are actually named in such action, proceeding or investigation, and partners, directors, agents, employees, attorneys, accountants, auditors and controlling persons (if any), as the case may be, of Investor and any such affiliate, and shall be binding upon and inure to the benefit of any successors of the Company, Investor and any such affiliate and any such person.

6. COVER. If the number of Shares represented by any Put Notices become restricted or are no longer freely trading for any reason, and after the applicable Closing Date, the Investor purchases, in an open market transaction or otherwise, the Company's Common Stock (the "Covering Shares") in order to make delivery in satisfaction of a sale of Common Stock by the Investor (the "Sold Shares"), which delivery such Investor anticipated to make using the Shares represented by the Put Notice (a "Buy-In"), the Company shall pay to the Investor the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment Amount" is the amount equal to the excess, if any, of
(a) the Investor's total purchase price (including brokerage commissions, if any) for the Covering Shares over (b) the net proceeds (after brokerage commissions, if any) received by the Investor from the sale of the Sold Shares. The Company shall pay the Buy-In Adjustment Amount to the Investor in immediately available funds immediately upon demand by the Investor. By way of illustration and not in limitation of the foregoing, if the Investor purchases Common Stock having a total purchase price (including brokerage commissions) of $11,000 to cover a Buy-In with respect to the Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount which the Company will be required to pay to the Investor will be $1,000.

7. CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL.

The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion.

a. The Investor shall have executed each of this Agreement and the Registration Rights Agreement and delivered the same to the Company.

b. The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor at the Closing (after receipt of confirmation of delivery of such Securities) by wire transfer of immediately available funds pursuant to the wire instructions provided by the Investor.

c. Reserved

d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

e. Reserved

8. FURTHER CONDITIONS OF THE INVESTOR'S OBLIGATION TO PURCHASE.

The obligation of the Investor hereunder to purchase Shares is subject to the satisfaction, on or before each Closing Date, of each of the following conditions set forth below.

a. The Company shall have executed each of the Transaction Documents and delivered the same to the Investor.

b. The Common Stock shall be authorized for quotation on the Principal Market and trading in the Common Stock shall not have been suspended by the Principal Market or the SEC, at any time beginning on the date hereof and through and including the respective Closing Date (excluding suspensions of not more than one Trading Day resulting from business announcements by the Company, provided that such suspensions occur prior to the Company's delivery of the Put Notice related to such Closing).

c. The representations and warranties of the Company shall be true and correct as of the date when made and as of the applicable Closing Date as though made at that time (except for (i) representations and warranties that speak as of a specific date and (ii) with respect to the representations made in Sections 4(g), (h) and (j) and the third sentence of Section 4(k) hereof, events which occur on or after the date of this Agreement and are disclosed in SEC filings made by the Company at least ten (10) Trading Days prior to the applicable Put Notice Date) and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company on or before such Closing Date. The Investor may request an update as of such Closing Date regarding the representation contained in Section 4(c) above.

d. Reserved

e. The Company shall have executed and delivered to the Investor or Investor the certificates representing, or have executed electronic book-entry transfer of, the Securities (in such denominations as such Investor shall request) being purchased by the Investor at such Closing.

f. The Board of Directors of the Company shall have adopted resolutions consistent with Section 4(b)(ii) above (the "RESOLUTIONS") and such Resolutions shall not have been amended or rescinded prior to such Closing Date.

g. Reserved

h. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

i. The Registration Statement shall be effective on each Closing Date and no stop order suspending the effectiveness of the Registration statement shall be in effect or to the Company's best knowledge, shall be pending or threatened. Furthermore, on each Closing Date (i) neither the Company nor Investor shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently, or intends or has threatened to do so (unless the SEC's concerns have been addressed and Investor is reasonably satisfied that the SEC no longer is considering or intends to take such action), and (ii) no other suspension of the use or withdrawal of the effectiveness of such Registration Statement or related prospectus shall exist.

j. At the time of each Closing, the Registration Statement (including information or documents incorporated by reference therein) and any amendments or supplements thereto shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or which would require public disclosure or an update supplement to the prospectus.

k. There shall have been no filing of a petition in bankruptcy, either voluntarily or involuntarily, with respect to the Company and there shall not have been commenced any proceedings under any bankruptcy or insolvency laws, or any laws relating to the relief of debtors, readjustment of indebtedness or reorganization of debtors, and there shall have been no calling of a meeting of creditors of the Company or appointment of a committee of creditors or liquidating agents or offering of a composition or extension to creditors by, for, with or without the consent or acquiescence of the Company.

l. If applicable, the shareholders of the Company shall have approved the issuance of any Shares in excess of the Maximum Common Stock Issuance in accordance with Section 2(j).

m. The conditions to such Closing set forth in Section 2(f) shall have been satisfied on or before such Closing Date.

n. The Company shall have certified to the Investor the number of shares of Common Stock outstanding as of a date within ten (10) Trading Days prior to such Closing Date.

o. The Company shall have delivered to such Investor such other documents relating to the transactions contemplated by this Agreement.

p. On or before the execution of this Agreement, the Company shall have a draft of the Registration Statement covering the Securities.

9. TERMINATION. This Agreement shall terminate upon any of the following events:

(i) when the Investor has purchased an aggregate of $10,000,000 in the Common Stock of the Company pursuant to this Agreement; provided that the Company's representations, warranties and covenants contained in this Agreement insofar as applicable to the transactions consummated hereunder prior to such termination, shall survive the termination of this Agreement for the period of any applicable statute of limitations,

(ii) on the date which is 36 (thirty-six) months after the Effective Date;

(iii) if the Company shall file or consent by answer or otherwise to the entry of an order for relief or approving a petition for relief, reorganization or arrangement or any other petition in bankruptcy for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or shall make an assignment for the benefit of its creditors, or shall consent to the appointment of a custodian, receiver, trustee or other officer with similar powers of itself or of any substantial part of its property, or shall be adjudicated a bankrupt or insolvent, or shall take corporate action for the purpose of any of the foregoing, or if a court or governmental authority of competent jurisdiction shall enter an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any substantial part of its property or an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law, or an order for the dissolution, winding up or liquidation of the Company, or if any such petition shall be filed against the Company;

(iv) if the Company shall issue or sell any equity securities or securities convertible into, or exchangeable for, equity securities or enter into any other equity financing facility during the Open Period, other than in compliance with Section 4(v);

(v) the trading of the Common Stock is suspended by the SEC, the Principal Market or the NASD for a period of five (5) consecutive Trading Days during the Open Period;

(vi) the Company shall not have filed with the SEC the initial Registration Statement with respect to the resale of the Registrable Securities in accordance with the terms of the initial Registration Rights Agreement within sixty
(60) calendar days of the date hereof or the Registration Statement has not been declared effective within one hundred eighty (180) calendar days of the date hereof; or

(vii) The Common Stock ceases to be registered under the 1934 Act or listed or traded on the Principal Market; or

(viii) The Company requires shareholder approval under Nasdaq rules to issue additional shares and such approval is not obtained within 90 days from the date when the Company has issued its 19.9% maximum allowable shares.

Upon the occurrence of one of the above-described events, the Company shall send written notice of such event to the Investor.

10. INDEMNIFICATION. In consideration of the Investor's execution and delivery of the this Agreement and the Registration Rights Agreement and acquiring the Shares hereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and all of their shareholders, officers, directors, employees, counsel, and direct or indirect investors and any of the foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "INDEMNITEES") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "INDEMNIFIED LIABILITIES'), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby (ii) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (iii) any cause of action, suit or claim brought or made against such Indemnitee by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby,
(iv) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities or (v) the status of the Investor or holder of the Securities as an investor in the Company, except insofar as any such misrepresentation, breach or any untrue statement, alleged untrue statement, omission or alleged omission is made in reliance upon and in conformity with written information furnished to the Company by the Investor which is specifically intended by the Investor for use in the preparation of any such Registration Statement, preliminary prospectus or prospectus or based on illegal or alleged illegal trading of the Shares by the Investor. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. The indemnity provisions contained herein shall be in addition to any cause of action or similar rights the Investor may have, and any liabilities the Investor may be subject to.

11. GOVERNING LAW; MISCELLANEOUS.

a. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts without regard to the principles of conflict of laws. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Boston, County of Suffolk, for the adjudication

of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

b. Legal Fees.

(i) Except as otherwise set forth in the Transaction Documents, each party shall pay the fees and expenses of its advisers, counsel, the accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Any attorneys' fees and expenses incurred by either the Company or by the Investor in connection with the preparation, negotiation, execution and delivery of any amendments to this Agreement or relating to the enforcement of the rights of any party, after the occurrence of any breach of the terms of this Agreement by another party or any default by another party in respect of the transactions contemplated hereunder, shall be paid on demand by the party which breached the Agreement and/or defaulted, as the case may be. The Company shall pay all stamp and other taxes and duties levied in connection with the issuance of any Securities.

c. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

d. Headings; Singular/Plural. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and masculine shall include the feminine.

e. Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

f. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Investor, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments referenced herein (including the other Transaction Documents) contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Investor, and no provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

g. Notices. Any notices or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

Canda

Tel:    416 650 5711
Fax:    416 650 1255

If to the Investor:

Dutchess Private Equities fund, II, LP
312 Stuart St.
Boston, MA 02116

Tel: (617) 960-3582
Fax:: (617) 960-3772

Each party shall provide five (5) days' prior written notice to the other party of any change in address or facsimile number.

h. No Assignment. This Agreement may not be assigned.

i. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

j. Survival. The representations and warranties of the Company and the Investor contained in Sections 2 and 3, the agreements and covenants set forth in Sections 4 and 5, and the indemnification provisions set forth in Section 10, shall survive each of the Closings and the termination of this Agreement.

k. Publicity. The Company and Investor shall consult with each other in issuing any press releases or otherwise making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or otherwise make any such public statement without the prior consent of the other parties, which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure is required by law, in which such case the disclosing party shall provide the other parties with prior notice of such public statement. Notwithstanding the foregoing, the Company shall not publicly disclose the name of Investor without the prior written consent of such Investor, except to the extent required by law. Investor acknowledges that this Agreement and all or part of the Transaction Documents may be deemed to be "material contracts" as that term is defined by Item 601(b)(10) of Regulation S-K, and that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under the Securities 1933 Act or the 1934 Act. Investor further agrees that the status of such documents and materials as material contracts shall be determined solely by the Company, in consultation with its counsel.

l. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

m. Placement Agent.The Company agrees to pay U.S. Euro Securities ("U.S. Euro") a registered broker dealer, $10,000. The $10,000 shall be payable from 1% (one percent) of the Put Amount on each draw toward the fee. U.S. Euro will also act as an unaffiliated broker dealer. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons or entities for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents. The Company shall indemnify and hold harmless the Investor, their employees, officers, directors, agents, and partners, and their

n. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

o. Remedies. The Investor and each holder of the Shares shall have all rights and remedies set forth in this Agreement and the Registration Rights Agreement and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any default or breach of any provision of this Agreement, including the recovery of reasonable attorneys fees and costs, and to exercise all other rights granted by law.

p. Payment Set Aside. To the extent that the Company makes a payment or payments to the Investor hereunder or the Registration Rights Agreement or the Investor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

q. Pricing of Common Stock. For purposes of this Agreement, the best bid price of the Common Stock in this Agreement shall be as reported on Bloomberg.com.

Vital Products, Inc.
SIGNATURE PAGE

Your signature on this Signature Page evidences your agreement to be bound by the terms and conditions of the Investment Agreement and the Registration Rights Agreement.

1. The undersigned signatory hereby certifies that he/she has read and understands the Investment Agreement, and the representations made by the undersigned in this Investment Agreement are true and accurate.

DUTCHESS PRIVATE EQUITIES FUND, II,L.P.
BY ITS GENERAL PARTNER DUTCHESS
CAPITAL MANAGEMENT, LLC

August 9, 2005                          /s/Douglas H. Leighton
----------------------------            ---------------------------------
Date                                    Name:  Douglas H. Leighton
                                        Title:   A Managing Member

COMPANY ACCEPTANCE PAGE

This Investment Agreement accepted and agreed to on August 9, 2005

Vital Products, Inc.

/s/Michael Levine
-------------------------------
Name: Michael Levine
Title:  CEO

EXHIBIT A                       Registration Rights Agreement
EXHIBIT B                       Opinion of Company's Counsel
EXHIBIT C                       Omitted
EXHIBIT D                       Broker Representation Letter
EXHIBIT E                       Board Resolution
EXHIBIT F                       Put Notice
EXHIBIT G                       Put Settlement Sheet

Schedule 4(a)                 Subsidiaries
Schedule 4(c)                 Capitalization
Schedule 4(e)                 Conflicts
Schedule 4(g)                 Material Changes
Schedule 4(h)                 Litigation
Schedule 4(l)                 Intellectual Property
Schedule 4(n)                 Liens
Schedule 4(t)                 Certain Transactions

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

[BROKER'S LETTERHEAD]

Date
Via Facsimile

Re: Vital Products, Inc.

Dear __________________:

It is our understanding that the Form______ Registration Statement bearing SEC File Number ( ___-______) filed by Vital Products, Inc. on Form _____ on __________, 2005 was declared effective on _________, 2005.

This letter shall confirm that ______________ shares of the common stock of Vital Products, Inc. are being sold on behalf of __________________ and that we shall comply with the prospectus delivery requirements set forth in that Registration Statement by filing the same with the purchaser.

If you have any questions please do not hesitate to call.

Sincerely,

cc: .

EXHIBIT E

EXHIBIT F

Date:

RE: Put Notice Number __

Dear Mr. Leighton,

This is to inform you that as of today, Vital Products, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Private Equities Fund, II, LP. to purchase shares of its common stock. The Company hereby certifies that:

The amount of this put is $__________.

The Pricing Period runs from ________ until _______.

The current number of shares issued and outstanding as of the Company are:

Regards,

EXHIBIT G

PUT SETTLEMENT SHEET

Date:

Michael,

Pursuant to the Put given by Vital Products, Inc.to Dutchess Private Equities Fund, II, L.P. on _________________ 200x, we are now submitting the amount of common shares for you to issue to Dutchess.

Please have a certificate baring no restrictive legend totaling __________ shares issued to Dutchess Private Equities Fund, II, LP immediately and send via DWAC to the following account:

XXXXXX

If not DWAC eligible, please send Fedex Priority Overnight to:

XXXXXX

Once these shares are received by us, we will have the funds wired to the Company.

Regards,

Douglas H. Leighton

                Date                                            Price


Date of Day 1                   Closing Best bid of Day 1
Date of Day 2                   Closing Best bid of Day 2
Date of Day 3                   Closing Best bid of Day 3
Date of Day 4                   Closing Best bid of Day 4
Date of Day 5                   Closing Best bid of Day 5

Lowest 3 (three) Best Bids in Pricing Period

Put Amount

Less U.S. Euro Fee (1%)

Amount Wired to Company

Purchase Price (94% (ninety-four percent))

Amount of Shares Due

The undersigned has completed this Put as of this ___th day of _________, 20xx.

Vital Products, Inc.

SCHEDULE 4(a) SUBSIDIARIES

SCHEDULE 4(c) CAPITALIZATION

SCHEDULE 4(e) CONFLICTS

SCHEDULE 4(g) MATERIAL CHANGES

SCHEDULE 4(h) LITIGATION

SCHEDULE 4(l) INTELLECTUAL PROPERTY

SCHEDULE 4(n) LIENS

SCHEDULE 4(t) CERTAIN TRANSACTIONS

Exhibit 10.3

ASSET SALE AGREEMENT

between

On The Go Healthcare, Inc.

and

Vital Products, Inc.

Dated as of July 5, 2005

THIS ASSET SALE AGREEMENT is made as of this 5 day of July, 2005 (the "Effective Date") by and between

(1) On The Go Healthcare, Inc., a corporation organized under the laws of Delaware, whose registered office is at 85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2 ("OGHC"),

and

(2) Vital Products, Inc., a corporation organized under the laws of the state of Delaware with its principal offices at 35 Adesso Drive, Concord, Ontario L4k 4Y2 Canada ("Vital Products").

BACKGROUND

A. WHEREAS, OGHC has rights in certain Intellectual Property, Equipment and Agreements relating to its Childcare Division (each as hereinafter defined); and

B. WHEREAS, Vital Products desires to purchase and OGHC desires to sell to Vital Products all of OGHC's right, title and interest in certain Intellectual Property, Equipment and Agreements relating to its Childcare Division, on the terms and conditions stated in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants, agreements and representations herein contained and intending to be legally bound, OGHC and Vital Products agree as follows:

1.1.1   "Affiliate" in relation to any Person means any Person that
        controls, is controlled by or is under common control with
        that Person. For the purposes of this definition, the term
        "control" means (i) beneficial and/or legal ownership of at
        least fifty percent (50%) or more of the outstanding voting
        securities of a company or other business organization with
        voting securities (or such percentage as required under any
        particular jurisdiction to confer controlling powers through
        ownership of voting securities broadly equivalent to the
        controlling powers attendant on ownership of at least fifty
        percent (50%) or more of outstanding voting securities in a
        United States corporation), (ii) a fifty percent (50%) or
        greater interest in the net assets or profits of a partnership
        or other business organization without voting securities,
        or (iii) the ability, whether directly or indirectly, to
        direct the affairs, management or policies of any such Person.

1.1.2   "Agreement" means this Asset Sale Agreement, together with the
        Exhibits attached hereto, each of which is hereby incorporated
        by reference herein, and any instrument amending this
        Agreement.

1.1.3   "Books and Records" means all material communications between
        OGHC or any of its Affiliates and governmental patent offices,
        the internal patent file and the invention disclosure
        documents of OGHC or any of its Affiliates, as kept by OGHC's
        or any such Affiliate's corporate intellectual property
        department.

1.1.4   "Childcare Division" means the division of OGHC which
        manufactures, markets and distributes Childcare Products.

1.1.5   "Governmental Body" means any: (a) nation, principality,
        state, commonwealth, province, territory, county,
        municipality, district or other similar jurisdiction;
        (b) federal, state, local, municipal, foreign or other
        government; (c) governmental authority (including any
        governmental division, subdivision, department, agency,
        bureau, branch, office, commission, council, board,
        instrumentality, officer, official, representative,
        organization, unit, body or other entity); (d) multi-national
        organization or body established under the auspices of an
        internationally recognized organization (such as WIPO, the
        WHO, The United Nations etc.); (e) individual, entity or
        body or (f) court or tribunal, in each case which has
        competent jurisdiction and which is legally entitled to
        exercise any executive, legislative, judicial,
        administrative, regulatory or taxing authority or power
        of any nature.

1.1.6   "Party" or "Parties" means OGHC or Vital Products or, as
        the context requires or admits, both OGHC and Vital Products.

1.1.7   "Person" means an individual, a partnership, a joint venture,
        a corporation, a trust, an estate, an unincorporated
        organization, or any other entity or any department or agency
        thereof.

1.1.8   "Third Party(ies)" means any Person other than a Party to this
        Agreement or an Affiliate of any Party to this Agreement.

1.2     Interpretation.

1.2.1   In this Agreement, where the context admits or requires, and
        unless otherwise specifically provided herein (a) words
        importing the singular number only shall include the plural
        and vice versa, (b) words importing a specific gender shall
        include the other gender, (c) references to Persons shall
        include their heirs, executors, administrators or assigns as
        the case may be, (d) references to "including" means
        "including but not limited to", and "herein", "hereof", and

"hereunder" refer to this Agreement as a whole, and (e) any reference to a number of "days" hereunder shall refer to calendar days.

1.2.2   The division of this Agreement into Sections and the insertion
        of headings are for convenience of reference only and shall
        not affect the interpretation hereof. References to statutory
        provisions shall (unless otherwise expressly provided) be
        construed as references to those provisions as in effect as
        at the date of this Agreement.

2.1     Assets to be Sold and Purchased.   Subject to all of the terms
        and conditions of this Agreement, at the Time of Closing, OGHC
        shall sell and assign to Vital Products, and Vital Products
        shall purchase from OGHC, all right, title and interest of
        OGHC in and to the assets listed below, and which are referred
        to hereinafter collectively as the "Purchased Assets":

2.1.1   All of the Equipment used in the Childcare Division included
        but not limited to;
        - molds and dies related to the Baby Bath
        - packaging molds and dies for the padded training seat.
        - Mixing tank and  2kw RF welder as well as sealing machine
          dies
        - Custom equipment to produce the padded training seat and
          formulations related to producing materials.

2.1.2   the Intellectual Property used in the Childcare Division;

2.1.3   the Agreements and Orders associated with the Childcare
        Division; Listings at all national retailers across Canada
        (the "Customer Lists").

2.1.4   the Books and Records; and

2.1.5   all rights and claims or causes of action against Third
        Parties relating to any of the assets listed in the foregoing
        subsections 2.1.1 through 2.1.4 arising from or based on
        events or circumstances occurring or existing or omissions
        to act occurring prior to the Time of Closing.

2.2     Assumption of Liabilities.

2.2.1   Vital Products shall be responsible for (and OGHC shall have
        no responsibility for) all liabilities after the Time of
        Closing or the Time of Delivery, as applicable, related to
        the Purchased Assets or the use of the Purchased Assets
        (the "Assumed Liabilities") including, without limitation,
        any Losses arising from or related to (a) events which
        occurred after the Time of Closing or (b) products made or
        sold by Vital Products, its Affiliates, sublicensees or
        assignees after the Time of Closing.

2.2.2   Except as expressly set forth in Section 2.2.1, the Assumed
        Liabilities shall exclude liabilities directly related to
        actions taken or omissions to act by OGHC or its Affiliates
        or any of their respective subcontractors whether prior to
        or after the Time of Closing or the Time of Delivery, as
        applicable, based upon OGHC's or OGHC's Affiliates production
        of Childcare Products, unless any such action or omission to
        act by OGHC or its Affiliate was requested by Vital Products,
        or came about as a result of any breach of this Agreement by
        Vital Products or to the extent of Vital Products' or its
        Affiliates' negligence or willful misconduct.

SECTION 3

PURCHASE CONSIDERATION

3.1 Purchase Consideration. As the total Purchase Consideration payable to OGHC hereunder for the Purchased Assets, Vital Products shall issue to OGHC an amount of shares of Common Stock having an aggregate Fair Market Value of $250,000 and OGHC agrees to accept a term note in the amount of $750,000 due to be repaid upon effectiveness of Vital Products registration statement from available funds.

3.2 Transfer Taxes. Vital Products shall be responsible for and shall pay all sales taxes, documentary transfer taxes or other transfer taxes assessed it as purchaser of the Purchased Assets. OGHC shall be responsible for and shall pay all sales taxes, documentary transfer taxes or other transfer taxes assessed it as seller of the Purchased Assets. OGHC shall also be responsible for and shall pay all federal, foreign, state or local taxes payable on any income or gain resulting from the sale of the Purchased Assets to Vital Products, including any withholding taxes imposed in lieu of taxes on income or gain. Vital Products and OGHC shall cooperate, at Vital Products' cost and expense, in the timely making and filing of all filings, tax returns, reports and forms as may be required with respect to the sales taxes, documentary taxes or other transfer taxes assessed to Vital Products as purchaser of the Purchased Assets. Vital Products and OGHC shall cooperate, at OGHC's cost and expense, in the timely making and filing of all filings, tax returns, reports and forms as may be required with respect to the sales taxes, documentary transfer taxes or other transfer taxes assessed OGHC as seller of the Purchased Assets or assessed OGHC with respect to any federal, foreign, state or local taxes payable on any income or gain resulting from the sale of the Purchased Assets to Vital Products, including any withholding taxes imposed in lieu of taxes on income or gain.

3.3 Allocation of Purchase Price. The vendor and purchaser agree to the following allocation of the purchase price and stipulate that said purchase price has been determined based upon the fair market value of the specific assets being transferred:

(1) Manufacturing Equipment as follows:

A) 100 US Gallon Heated Mixing tank with Custom PLC Controls and heated dispensing Nozzle

B) A 2Kw RF sealing Machine with custom sealing dies mounted

C) 4 RF Dies for manufacturing the Plastic Bags

D) A multi stage Progressive Die for Manufacturing the Clips

E) Cutting Dies for manufacturing the Display
(Base and Upper)

F) Rollers for bag making. $ 250,000

(2) One custom 25 by 40 vac-former with full servo drive and transfer unites custom programmed plc and touch screen

    2 custom fuzzy logic 8 zone temp controllers
    boards                                           $ 150,000

(3) Custom mold and die for potty seat packaging     $  20,000

(4) Custom baby bath mold                            $ 125,000

(5) Custom baby bath plug mold                       $  35,000

(6) Electric pallet truck                            $  20,000

(7) Customer/Client Lists                            $ 400,000
                                                   -----------
                                   Total           $ 1,000,000

SECTION 4

CLOSING

4.1 Closing Date, Time and Place. The transfer of title to the Purchased Assets and the closing of the Transactions shall occur on the Effective Date ("Closing Date") at or before 1 p.m. and shall occur or be deemed to have occurred at the offices of OGHC located at 85 Corstate Avenue, Unit #1, Concord, Ontario, Canada.

4.2 Closing Arrangements.

4.2.1   OGHC's Delivery of Closing Documents.  At the Closing, OGHC
        shall deliver or cause to be delivered to Vital Products four
        (4) originals or facsimiles (with originals to follow) of each
        of the following, in each case duly executed by OGHC:

        (1) this Agreement; and

        (2) an Irrevocable Bill of Sale substantially in the form of
            Exhibit A attached hereto and incorporated herein by
            reference.

4.2.2   Vital Products Payment of Purchase Consideration and Delivery
        of Closing Documents.  At the Closing, Vital Products shall
        deliver or cause to be delivered to OGHC:

        (1) the Common Stock certificates issued to OGHC evidencing
            the Purchase Consideration, which shall contain
            appropriate legends relating to transfer restrictions
            under applicable securities laws. To the extent this is
            not practicable immediately at the Closing, the
            requirements for delivery of the Common Stock certificates
            shall be fulfilled by Vital Products as soon as reasonably
            practicable by Vital Products but in any event no later
            than two (2) days after Closing; and

        (2) originals or facsimiles (with originals to follow) of this
            Agreement duly executed by Vital Products.

4.3     Transfer after Closing Date.

4.3.1   Purchased Assets Physical Transfer.  As soon as reasonably
        practicable and within ten (10) days after the Closing Date,
        OGHC shall deliver to Vital Products certain physical
        Inventory, Equipment, and Other Materials described in
        Section 2.1, the Books and Records, and binders and files
        relating to the Childcare Division that were made available to
        Vital Products by OGHC or its Affiliates for review during its
        due diligence review prior to the Closing Date (the "Purchased
        Assets Physical Transfer"). The Purchased Assets Physical
        Transfer shall be effected by OGHC's delivery of the foregoing
        Purchased Assets at OGHC's reasonable cost and expense pursuant
        to written instructions as to the requested timing and delivery
        location (but not as to format) specified by Vital Products to
        OGHC and reasonably acceptable to OGHC; provided that such
        obligations shall be subject to Vital Products providing
        reasonable cooperation to facilitate receipt of such
        deliveries. Notwithstanding that title to the Purchased
        Assets transfers to Vital Products at the Time of Closing,
        risk of loss with respect to the Purchased Assets transfers
        to Vital Products only at the time of delivery (the "Time of
        Delivery") to Vital Products of the Purchased Assets at the
        delivery location specified by Vital Products in its written
        instructions to OGHC, and any failure by OGHC to deliver the
        Purchased Assets to Vital Products in accordance with such
        written instructions, to the extent such failure results in
        Losses (as defined in Section 6.1) to Vital Products, shall
        be indemnifiable by OGHC to the extent set forth in Section 6.
        Export duties and customs clearance with respect to the
        transfer of the Purchased Assets shall be the joint
        responsibility of OGHC and Vital Products. After the Closing,
        Vital Products shall be responsible for all costs related to
        the recordation and perfection of the sale and assignment of
        the Purchased Assets and Vital Products shall bear all costs
        and fees imposed by applicable laws and regulations and
        Governmental Bodies related thereto and all postage costs
        related thereto.

        validly existing and in good standing under the law of the
        jurisdiction of its incorporation, and has the corporate power
        to own or lease its property and to carry on its business as
        now being conducted by it and to execute, deliver and perform
        this Agreement.

5.1.2   Corporate Action. This Agreement, and any other agreements
        and instruments executed by Vital Products in connection with
        the Transactions are the valid and binding obligations of
        Vital Products, enforceable in accordance with their
        respective terms, subject to bankruptcy, insolvency or similar
        laws of general application affecting the enforcement of
        rights of creditors, and subject to equitable principles
        limiting rights to specific performance or other equitable
        remedies, and subject to the effect of federal and state
        securities laws on the enforceability of indemnification
        provisions relating to liabilities arising under such laws.
        The execution, delivery and performance of this Agreement
        and any other agreement and instruments executed by Vital
        Products in connection with the Transactions have been duly
        authorized by Vital Products by all necessary corporate
        action. Vital Products has the full legal right, power and
        authority to enter into and perform the Transactions, without
        need for Vital Products to obtain any consent, approval,
        authorization, license or order of, or give any notice to
        or make any filing with, any Governmental Body or other
        Person. This Agreement has been duly executed and delivered
        by Vital Products and, as of the Closing Date, each of the
        other agreements to be entered into in connection herewith
        and to which Vital Products is a Party have been duly and
        validly executed and delivered by Vital Products.

5.1.3   No Default.   The execution, delivery and performance of this
        Agreement by Vital Products and the consummation by Vital
        Products of the Transactions hereby do not conflict with
        any provision of the corporate charter or By-Laws of Vital
        Products, and do not contravene, conflict with or result in
        a violation of any law, regulation, order, judgment or decree
        to which Vital Products or any of its properties is subject.

5.1.4   Due Diligence.   Vital Products has utilized its own expertise
        to analyze and evaluate the value of the Purchased Assets
        based upon the information provided to Vital Products by OGHC
        and has solely relied on such analysis and evaluations, along
        with the representations and warranties of OGHC, in deciding
        to enter into this Agreement.

5.1.5   Litigation Matters.   There is no pending proceeding against
        Vital Products or any of its Affiliates, and, to Vital
        Products' knowledge, no Person has threatened to commence
        any proceeding, at law or in equity or by or before any
        Governmental Body that challenges, or may have the effect
        of preventing, delaying or making illegal or otherwise
        interfering with, any of the Transactions.

5.2     Representations and Warranties of OGHC. OGHC hereby represents
        and warrants to Vital Products at the Time of Closing, and
        acknowledges that Vital Products is relying on such
        representations and warranties in connection with the
        Transactions, that:

5.2.1   Incorporation, Organization and Qualification of OGHC.
        OGHC is a corporation duly incorporated, validly existing
        and in good standing under the laws of Delaware, and has the
        corporate power to own or lease its property and to carry on
        the business now being conducted by it and to execute, deliver
        and perform this Agreement.

5.2.2   Corporate Action.  This Agreement, and any other agreements
        and instruments executed by OGHC in connection with the
        Transactions are the valid and binding obligations of OGHC,
        enforceable in accordance with their respective terms, subject
        to bankruptcy, insolvency or similar laws of general
        application affecting the enforcement of rights of creditors,
        and subject to equitable principles limiting rights to
        specific performance or other equitable remedies, and subject
        to the effect of federal and state securities laws on the
        enforceability of indemnification provisions relating to
        liabilities arising under such laws. The execution, delivery
        and performance of this Agreement and any other agreement and
        instruments executed by OGHC in connection with the
        Transactions have been duly authorized by OGHC by all
        necessary corporate action. OGHC has the full legal right,
        power and authority to enter into and perform the
        Transactions, without need for OGHC to obtain any consent,
        approval, authorization, license or order of, or give any
        notice to or make any filing with, any Governmental Body
        or other Person. This Agreement has been duly executed and
        delivered by OGHC and, as of the Closing Date, each of the
        other agreements to be entered into in connection herewith
        and to which OGHC is a Party have been duly and validly
        executed and delivered by OGHC.

5.2.3   Non-Contravention; Consents.  The execution, delivery and
        performance of this Agreement by OGHC and the consummation
        by OGHC of the Transactions hereby do not (i) conflict with
        any provision of the corporate charter or by-laws of OGHC,
        (ii) do not contravene, conflict with or result in a violation
        of any law, regulation, order, judgment or decree to which
        OGHC or any of its properties is subject, (iii) contravene,
        conflict with or result in a violation or breach of, or
        result in a default under, any provision of any written, oral,
        implied or other agreement, contract, understanding or
        arrangement to which OGHC or any of the Purchased Assets is
        subject, or (iv) result in the imposition or creation of any
        encumbrance upon or with respect to any of the Purchased
        Assets.

5.2.4   Title to the Purchased Assets.

        (1) OGHC is the sole and exclusive owner of, and has the full
            right to sell, transfer, and assign all of the Purchased
            Assets to Vital Products, and has good and marketable
            title thereto and the Purchased Assets are free and clear
            of any and all liens, pledges, restrictions or
            encumbrances.

        (2) Following the Closing, Vital Products will be the sole and
            exclusive owner of, and have good and marketable title
            to, the Purchased Assets.

5.2.5   Litigation Matters.  There is no pending proceeding against
        OGHC or any of its Affiliates, and, no Person has threatened
        to commence any proceeding, at law or in equity or by or
        before any Governmental Body that (i) relates to any of the
        Purchased Assets or (ii) challenges, or may have the effect
        of preventing, delaying or making illegal or otherwise
        interfering with, any of the Transactions. No event has
        occurred, and no claim, dispute or other condition or
        circumstance exists, that could reasonably be expected
        to give rise to or serve as the basis for the commencement
        of any such proceeding.

5.2.6   Intellectual Property.  OGHC owns and holds all right, title
        and interest in its Intellectual Property and has the
        exclusive right to use, sell, license, sublicense, or dispose
        of, and has the exclusive right to bring action for
        infringement, misappropriation, and other violations.

5.2.7   Certain Claims.  During the period preceding the date of this
        Agreement, OGHC has not received any notice, demand, claim,
        action, suit, hearing, proceeding or notice of violation of
        a civil, criminal or administrative nature by or before any
        Governmental Body against or involving OGHC or its Affiliates
        concerning the Purchased Assets that has been commenced or
        threatened (including any investigations or inquiries).

5.2.8   Maintenance Fees.  All maintenance and similar fees in respect
        of any Purchased Assets that are due and payable immediately
        prior to the Time of Closing have been paid in full or steps
        have been taken to arrange for such payments to be made on a
        timely basis.

6.1     OGHC's Indemnification.  OGHC shall indemnify and hold
        harmless Vital Products and its Affiliates and each of its or
        their directors, officers, employees, advisors, shareholders,
        representatives, agents, successors and assigns (collectively,
        the "Vital Products Indemnified Parties") from and against any
        and all losses, damages, liabilities, judgments, objections,
        costs, and expenses, including but not limited to reasonable
        attorneys' fees (collectively, "Losses") sustained, suffered,
        or incurred by or imposed upon any Vital Products Indemnified
        Party as a result of any claim, action, suit or proceeding
        (collectively, "Claims") arising out of, based upon or related
        to:

6.1.1   liabilities of OGHC or its Affiliates to the extent related to
        the Purchased Assets other than the Assumed Liabilities;

6.1.2   any tax liability of OGHC or its Affiliates (other than taxes
        for which Vital Products is expressly responsible pursuant to
        this Agreement);

6.1.3   any breach of any representation, warranty, covenant,
        agreement or obligation made by OGHC pursuant to this
        Agreement, provided that, in each case, OGHC shall not be
        obligated to indemnify any Vital Products Indemnified Parties
        with respect to, and to the extent of, any Claims or Losses
        for which Vital Products is obligated to indemnify OGHC
        Indemnified Parties.

6.2     Vital Products' Indemnification.  Vital Products shall
        indemnify and hold harmless OGHC and its Affiliates and each
        of its or their directors, officers, employees, advisors,
        shareholders, representatives, agents, successors and
        assigns (collectively, the "OGHC Indemnified Parties")
        from and against any and all Losses sustained, suffered,
        or incurred by or imposed upon any OGHC Indemnified Party
        as a result of any Claim arising out of, based upon or related
        to:

6.2.1   any of the Assumed Liabilities;

6.2.2   any breach of any representation, warranty, covenant,
        agreement or obligation made by Vital Products pursuant to
        this Agreement, and

6.2.3   any tax liability of Vital Products or its Affiliates (other
        than taxes for which OGHC is expressly responsible pursuant to
        this Agreement); provided that, in each case, Vital Products
        shall not be obligated to indemnify any OGHC Indemnified
        Parties with respect to, and to the extent of, any Claims or
        Losses for which OGHC is obligated to indemnify Vital Products
        Indemnified Parties pursuant to Section 6.1.

6.3     Procedure.  If a claim or demand by a Third Party is made
        against an indemnified Party, and if such Party intends to

seek indemnity with respect thereto under this Section, such indemnified Party shall promptly notify the indemnifying Party in writing of such claims or demands setting forth such claims in reasonable detail. The failure of the indemnified Party to give the indemnifying Party prompt notice as provided herein shall not relieve the indemnifying Party of any of its obligations under this Section except to the extent that the indemnifying Party is materially prejudiced by such failure (in which case the indemnified Party shall have been deemed to have forfeited its rights to indemnification hereunder). The indemnifying Party shall have ten (10) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the defense (or settlement) thereof, and the indemnified Party shall cooperate with it in connection therewith; provided, that the indemnified Party may contribute to the strategy and content in such defense (or settlement) through counsel chosen by such indemnified Party and the fees and expenses of such counsel shall be borne by such indemnified Party unless
(i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) there exists a conflict of interest between the interests of the indemnified Party and the indemnifying Party, or (iii) the indemnifying Party has after ten (10) days of receipt of the applicable notice failed to assume such defense and employ counsel, in each of which events the indemnified Party may retain counsel, and the indemnifying Party shall pay the reasonable fees and expenses of such counsel for the indemnified Party (but in no event shall the indemnifying Party be obligated to pay reasonable fees and expenses of more than one firm (in addition to local counsel), which firm shall serve as counsel for all indemnified Parties). So long as the indemnifying Party is reasonably contesting any such claim in good faith, the indemnified Party shall not pay or settle any such claim. If the indemnifying Party does not notify the

indemnified Party within ten (10) days after the receipt of the indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense (or settlement) thereof, the indemnified Party shall have the right to contest, settle or compromise the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying Party shall not, except with the consent of the indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all indemnified Parties (i.e. OGHC Indemnified Parties or Vital Products Indemnified Parties, as the case may be) an unconditional release from all liability with respect to such claim.

7.1     Further Assurances and Actions.

7.1.1   In addition to any other obligations hereunder, each of the
        Parties hereto upon the request of the other Party hereto,
        whether before or after the Time of Closing and without
        further consideration, shall do, execute, acknowledge and
        deliver or cause to be done, executed, acknowledged or
        delivered all such further acts, deeds, documents,
        assignments, transfers, instruments, amendments,
        conveyances, powers of attorney and assurances as may
        be reasonably necessary or desirable to effect complete
        consummation of the Transactions contemplated by this
        Agreement and to give full and binding effect to the rights
        expressly granted herein.  OGHC and Vital Products each agree
        to execute and deliver such other documents, certificates,
        agreements, amendments, instruments and other writings and
        to take such other actions as may be reasonably necessary
        in order to consummate or implement expeditiously the
        Transactions contemplated by this Agreement.

7.2     Notices.  Any notice, direction or other instrument required
        or permitted to be given to OGHC hereunder shall be in writing
        and sent via certified or registered mail, return receipt
        requested, overnight courier, or by delivering the same by
        telecommunication, with the original sent by one of the

foregoing manners, addressed to OGHC as follows:

To: On The Go Healthcare, Inc. 85 Corstate Avenue, Unit #1 Concord, Ontario, Canada L4K 4Y2 Attn: Stuart Turk, President and CEO

       Fax: (905) 660 - 5738

Copy to:       Trombly Business Law
               1163 Walnut St., Ste. 7
               Newton, MA 02461
               Attn:  Amy M. Trombly, Esq.
               Fax:   (617) 243 - 0066
               Efax:  (309) 406 - 1426

Any notice, direction or other instrument required or permitted to be given to Vital Products hereunder shall be in writing and sent via registered or certified mail, return receipt requested, or overnight courier, or by delivering the same by fax with the original sent by one of the foregoing manners, addressed as follows:

To: Vital Products, Inc. 35 Adesso Drive
Concord, Ontario Canada L4K 4Y2
Attn: Michael Levine, CEO Fax: (416) 650 - 1255

Any such notice, direction or other instrument, if delivered, shall be deemed to have been given on the date on which it was delivered and if transmitted by fax shall be deemed to have been given at the opening of business in the office of the addressee on the business day next following the transmission thereof, provided that proof of successful transmission is provided to the intended recipient on request by the intended recipient. Any Party hereto may change its address for service from time to time by notice given to the other Parties hereto in accordance with the foregoing.

7.3 Relationship of the Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the Parties. No Party to this Agreement nor its agents have any authority of any kind to bind the other Party in any respect whatsoever.

7.4 Applicable Law. This Agreement shall be construed and enforced in accordance with, and the rights of the Parties hereto shall be governed by, the laws of the State of Delaware, without reference to conflicts of law principles.

7.5 Entire Agreement. This Agreement, including the Exhibits hereto, constitute the entire agreement between the Parties hereto with respect to the Transactions and, except as stated herein and in the instruments and documents to be executed and delivered pursuant hereto, contain all of the agreements between the Parties hereto, and there are no verbal or written agreements or understandings between the Parties hereto and relating the subject matter hereof not reflected in this Agreement, all of which agreement or understandings are hereby superseded. This Agreement may not be amended or modified in any respect except by written instrument executed by each of the Parties hereto.

7.6 Counterparts. This Agreement may be executed in two or more counterparts, which may be executed via facsimile, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement.

7.7 Binding Agreement; Parties in Interest. This Agreement and the rights and obligations of the Parties hereunder shall inure to the benefit of and shall be binding upon the Parties hereto and their respective heirs, executors, successors, administrators, and permitted assigns.

7.8     Waiver; Remedies Cumulative.  No failure or delay on the part
        of a Party hereto to exercise any right, power, or privilege
        hereunder or under any instrument executed pursuant hereto on
        any one occasion shall operate as a waiver of such right,
        power or privilege in the future; nor shall any single or
        partial exercise of any right, power, or privilege preclude
        any other or further exercise thereof or the exercise of any
        other right, power, or privilege. All rights and remedies
        granted herein shall be cumulative and in addition to other
        rights and remedies to which the Parties may be entitled at
        law or in equity.

7.9     Severability.

7.9.1   In the event any portion of this Agreement is or is held by
        any court or tribunal of competent jurisdiction to be illegal,
        void or ineffective, the remaining provisions hereof shall
        remain in full force and effect.

7.9.2   If any of the terms or provisions of this Agreement are in
        conflict with any applicable statute or rule of law, then such
        terms or provisions shall be deemed inoperative to the extent
        that they may conflict therewith and shall be deemed to be
        modified to the minimum extent necessary to procure conformity
        with such statute or rule of law.

IN WITNESS WHEREOF, and intending to be legally bound hereby, this Asset Sale Agreement has been duly executed by the authorized representatives of the Parties hereto as of the date first above written.

ON THE GO HEALTHCARE, INC.

By: /s/  Stuart Turk
----------------------------
Stuart Turk, President, CEO
Chairman and Director

VITAL PRODUCTS, INC.

By: /s/  Michael Levine
----------------------------
Michael Levine, CEO

Exhibit A

IRREVOCABLE BILL OF SALE

This is an Irrevocable Bill of Sale from On The Go Healthcare, Inc., a corporation organized under the laws of Delaware, whose registered office is at 85 Corstate Avenue, Unit #1, Concord, Ontario, Canada L4K 4Y2 ("OGHC"), to Vital Products, Inc., a corporation organized under the laws of the state of Delaware with its principal offices at 35 Adesso Drive, Concord, Ontario L4k 4Y2 Canada ("Vital Products") pursuant to a certain Asset Sale Agreement dated as of July 5, 2005 by and among OGHC and Vital Products (the "Agreement").

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, OGHC hereby sells, assigns, transfers, conveys, delivers and contributes to Vital Products, its successors and assigns, to have and to hold forever, all of its right, title and interest in and to the Purchased Assets (as defined in the Agreement), subject to the applicable provisions of the Agreement.

From and after the Closing Date (as defined in the Agreement) upon request of Vital Products, OGHC shall, at Vital Products' expense, duly execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be required to convey to and vest the Purchased Assets in Vital Products or its permitted assignees and as may be appropriate to protect Vital Products' rights, title and interest in and enjoyment of all the Purchased Assets and as may be appropriate otherwise to carry out the transactions contemplated by the Agreement and this Irrevocable Bill of Sale.

IN WITNESS WHEREOF, and intending to be legally bound, the undersigned has duly executed and delivered this Irrevocable Bill of Sale as of this July 5, 2005.

ON THE GO HEALTHCARE, INC.

/s/  Stuart Turk
---------------------------------
Stuart Turk, President, CEO
Chairman and Director

VITAL PRODUCTS, INC.

/s/  Michael Levine
----------------------------
Michael Levine, CEO