8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 28, 2013

CHROMADEX CORP.

 (Exact name of registrant as specified in its charter)

Delaware	000-53290	26-2940963
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10005 Muirlands Boulevard, Suite G, Irvine, California, 92618

(Address of principal executive offices, including zip code)

(949) 419-0288

 (Registrant's telephone number, including area code)

Copies to:

Harvey Kesner, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01                                ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On March 28, 2013, ChromaDex Corporation, a Delaware corporation ("ChromaDex"), entered into an asset purchase and sale agreement (the “APA”) with NeutriSci International Inc. (“NeutriSci”) and consummated the sale of BluScience consumer product line (the “Product Line”) to NeutriSci.  The Product Line includes the manufacture, distribution, marketing and sale of the products containing pterostilbene marketed by the Company under the brand, “BlūScience”, including, but not limited to the products under the names, “HeartBlū”, “MemoryBlū”, “EternalBlū”, “TrimBlū” and “Blū2Go”.  The sale does not include the pTeroPure brand (pterostilbene) and all related assets and intellectual property associated with such brand.

Pursuant to the APA, the purchase price for the Product Line totals an aggregate value of $6,200,000 and consists of following: (a) $250,000 cash payment, which NeutriSci paid as a deposit in February 2013; (b) $250,000 cash payment at the closing of the sale and an additional $500,000 within 60 days of the closing of the sale; (c) $2,500,000 senior secured note (the “Note”); and (d) 669,708 shares of NeutriSci’s Series I Preferred Shares that are convertible into 2,678,832 Class “A” common shares of NeutriSci, representing an aggregate of 19% of NeutriSci’s common stock at a deemed price of $1.00 per share.  Each Preferred Share is convertible into four (4) shares of NeutriSci common stock.  The transaction documents contain certain equity blockers that preclude the Company from owning in excess of 9.99% and 19% of NetriSci without first obtaining a waiver of such blockers from NeutriSci.

The Note contains a principal amount of $2,500,000 and shall be convertible into shares of NeutriSci’s comm stock and is payable in six equal quarterly cash payments of $416,667 each, commencing on August 15, 2013.  The Note is secured by the Security Agreement, dated March 28, 2013 entered into between ChromaDex and NeutriSci (the “Security Agreement”) whereby NeutriSci granted ChomaDex a security interest in substantially all of NeutriSci’s assets to secure its obligations pursuant to the Note.  Additionally, Britlor Health and Wellness, Inc. (“Britlor”), a wholly-owned subsidiary of NeutriSci, executed a Subsidiary Guarantee for the benefit of ChromaDex, dated as of March 28, 2013, whereby Britlor guaranteed the obligations of NeutriSci pursuant to the Note.

Concurrently with the APA, ChromaDex and NeutriSci entered into (i) the Royalty Agreement, dated as of March 28, 2013 (the “Royalty Agreement”), and (ii) the Sales Confirmation and Contract agreement (the “Supply Agreement”), dated as of March 28, 2013 (the “Supply Agreement”).  Pursuant to the Royalty Agreement, as long as NeutriSci sells the Product Line, NeutriSci shall pay ChromaDex a royalty payment in the amount of 6% of net sales of any products of the Product Line or any products sold that include the trademarks associated with the Product Line (as defined in the Royalty Agreement).  Pursuant to the Supply Agreement (i) ChromaDex shall sell pTeroPure exclusively to NeutriSci, and (ii) NeutriSci shall purchase pTeroPure and any other pterostilbene products exclusively from ChromaDex.

Copies of the Asset Purchase and Sale Agreement, Senior Secured Convertible Promissory Note, Security Agreement, Subsidiary Guaranty, Royalty Agreement and Sales Confirmation and Contract are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6, respectively.  The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the exhibits.

ITEM 9.01                                FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

Exhibit No.	Description
10.1	Asset Purchase and Sale Agreement, dated as of March 28, 2013, by and between ChromaDex Corporation and NeutriSci International, Inc.
10.2	Senior Secured Convertible Promissory Note, dated as of March 28, 2013
10.3	Security Agreement, dated as of March 28, 2013, by and between ChromaDex Corporation and NeutriSci International, Inc.
10.4	Subsidiary Guaranty, dated as of March 28, 2013, executed by Britlor Health and Wellness, Inc.
10.5	Royalty Agreement, dated as of March 28, 2013, by and between ChromaDex Corporation and NeutriSci International, Inc.
10.6	Sales Confirmation and Contract, dated as of March 28, 2013, by and Between ChromaDex Corporation and NeutriSci International, Inc.

SIGNATURES

                    Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: March 29, 2013

CHROMADEX CORP.

By:          /s/ Frank L. Jaksch Jr.

Name:     Frank L. Jaksch Jr.

Title:       Chief Executive Office

EX-10.1

Exhibit 10.1

ASSET PURCHASE AND SALE AGREEMENT

THIS AGREEMENT is dated as of the 28th day of March 2013

BETWEEN:

NEUTRISCI INTERNATIONAL INC, a corporation incorporated pursuant to the laws of the Province of Alberta (hereinafter called the “Purchaser”)

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CHROMADEX CORPORATION., a corporation incorporated pursuant to the laws of the State of Delaware (hereinafter called the “Vendor”)

WHEREAS:

A. the Vendor carries on the business of manufacture, distribution, marketing and sale of the products containing pterostilbene marketed by the Vendor under the brand, “BlūScience”; and

B. the Purchaser desires to purchase and the Vendor desires to sell the Purchased Assets (defined hereafter) of the Business for the Purchase Price (defined hereafter) and upon the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants, agreements, warranties and payments hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1 - INTERPRETATION

1.1Definitions.  Whenever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases shall have the respective meanings ascribed to them as follows:

(a)   “Agreement” means this asset purchase and sale agreement and any instrument amending this Agreement;

(b)   “Assumed Liabilities” has the meaning given in Section 3.3 of this Agreement;

(c)   “Bulk Sales Legislation”means the bulk sales laws and regulations of any other jurisdiction, domestic or foreign;

(d)   “Business” means the manufacture, distribution, marketing and sale of the products containing pterostilbene marketed by the Vendor under the brand, “BlūScience”, including, but not limited to the products under the names, “HeartBlū”, “MemoryBlū”, “EternalBlū”, “TrimBlū” and “Blū2Go”;

(e)   “Business Day” means every day other than Saturday, Sunday or any other day on which the principal banks located in either New York,  New York  or Calgary, Alberta are not open for business during normal banking hours;

(f)   “Closing” means the completion of the transactions herein contemplated, including the sale to and purchase by the Purchaser of the Purchased Assets hereunder as herein contemplated;

(g)   “Closing Date” means March 27, 2013 or such earlier or later date as may be agreed upon;

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(h)   “Debt Instrument”means any bond, debenture, promissory note or other instrument evidencing indebtedness for borrowed money or other liability;

(i)   “Encumbrance” means any mortgage, charge, easement, encroachment, lien, adverse claim, assignment by way of security, security interest, servitude, pledge, hypothecation, conditional sale agreement, security agreement, title retention agreement, financing statement or other encumbrance;

(j)   “Excluded Assets” means the property and assets referred to in Section 3.2;

(k)   “Financial Statements” means the unaudited financial statements of the Vendor relating to the Business as at the Financial Year End, a copy of which is annexed hereto as Schedule 1.1(k);

(l)   “Financial Year End” means  December 31st of each calendar year;

(m)   “Intellectual Property” means the rights provided in law to patents, trademarks, copyrights, industrial designs, formulae, software, firmware, trade secrets, know-how, show how, concepts, information and other intellectual and industrial property as applicable;

(n)   “Inventory” means all raw materials, works in process and finished goods, of every kind and nature, and wheresoever situated owned by the Vendor relating to the Business including, without limitation, the Inventory listed and described in Schedule 1.1(l) at the time of Closing;

(o)   “Legal Proceeding” means any litigation, action, suit, investigation, hearing, claim, complaint, grievance, arbitration proceeding or other proceeding with any third party or governmental or regulatory authority and includes any appeal or review and any application for same;

(p)   “Letter of Intent” means the letter of intent entered into by the Vendor and the Purchaser dated February 8, 2013, as amended on March 20, 2013;

(q)   “NSI Financial Statements” has the meaning given in Section 6.1(k) of this Agreement;

(r)   “NSI Shares” has the meaning given in Section 4.1(d) of this Agreement

(s)   “Permitted Encumbrances” means those Encumbrances described in Schedule1.1(s);

(t)   “Person” means any individual, corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust and any unincorporated organization or association;

(u)   “Purchased Assets” means the property and assets described in Section 3.1;

(v)   “Purchase Price” means the purchase price payable by the Purchaser to the Vendor for the Purchased Assets provided for in Article 4;

(w)   “Purchaser's Representatives” means the directors, officers, employees, auditors, legal counsel and fiscal and tax advisors of the Purchaser and any other Person authorized by the Purchaser to represent the Purchaser;

(x)   “Royalty Agreement” means the royalty agreement dated March 28, 2013 between the Purchaser and the Vendor in the form attached hereon as Exhibit E;

(y)   “Security Agreement” means the security agreement dated March 28, 2013 between the Purchaser in favor of the Vendor in the form attached hereto as Exhibit A securing the purchaser’s obligations to the Vendor pursuant to the Senior Secured Note;

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(z)   “Senior Secured Note” means the senior secured convertible promissory note for the principal amount of $2,500,000 in the form attached hereto as Exhibit B and secured by the Collateral (as defined in the Security Agreement);

(aa)   “Subsidiary Guarantee”means the subsidiary guarantee dated March 28, 2013 by Britlor Health and Wellness, Inc., a wholly-owned subsidiary of the Purchaser (the “Subsidiary”), in the form attached hereto as Exhibit C;

(bb)   “Supply Agreement” means the supply agreement dated March 28, 2013 between the Purchaser and the Vendor in the form attached hereto as Exhibit D;

(cc)   “Taxes” means all taxes payable under any applicable Tax Legislation, including, without limitation, income taxes, excise taxes, sales taxes, goods and services taxes, transfer taxes, property and municipal and school taxes, capital taxes, import and customs, duties and other governmental charges and assessments , and includes additions by way of penalties, interest, fines and other amounts with respect thereto;

(dd)   “Tax Legislation” means, collectively, the Canadian Income Tax Act, R.S.C. 1985, c.1 (5th Supp.),  the Internal Revenue Code (United States), and the related rules, regulations, interpretation bulletins and releases, orders and decrees of any other jurisdiction, domestic or foreign which may impose a tax of any kind;

(ee)   “Time of Closing” means 12:01 am ( Eastern Standard Time) on the Closing Date or such other time on the Closing Date as the parties may agree as the time at which the Closing shall take place; and

(ff)   “Transaction Documents” means this Agreement, the Senior Secured Note, the Security Agreement, the Subsidiary Guarantee, the Supply Agreement and any documents, instruments and certificates contemplated therein.

1.2Gender and Number. In this Agreement words importing a specific gender include all genders and words importing the singular include the plural and vice versa.

1.3Currency.  Unless otherwise indicated all dollar amounts referred to in this Agreement, including the symbol $, refer to lawful money of United States of America.

1.4Headings.  The division of this Agreement into Articles and Sections and the use of headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

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ARTICLE 2 - SCHEDULES

2.1Description of Schedules.  The following are the Schedules attached to and incorporated in this Agreement by reference and deemed to be a part hereof:

Schedule 1.1(k)                           Financial Statements

Schedule 1.1(n)                           Inventory

Schedule 1.1(s)                           Permitted Encumbrances

Schedule 3.1(a)                           Intellectual Property Rights

Schedule 3.1(c)                           Accounts Receivable

Schedule 3.1(d)                           Prepaid Expenses

Schedule 3.2                                Excluded Assets

Schedule 3.3                                Assumed Liabilities

Schedule 4.1                                Vendor’s Wire Instructions

Schedule 5.1(j)                            Legal Proceedings

Schedule 6.1(k)                           NSI Financial Statements

Schedule 6.1(v)(i)                       Purchaser’s Share Capitalization and Subsidiaries

Schedule 6.1(w)                          Indebtedness of Purchaser other than as listed on Senior Secured Note and Security Agreement

Schedule 8.4                                Assumed Contracts, Obligations or Liabilities

Exhibit A                                      Security Agreement

Exhibit B                                      Senior Secured Note

Exhibit C                                      Subsidiary Guarantee

Exhibit D                                      Supply Agreement

Exhibit E                                       Royalty Agreement

ARTICLE 3 - AGREEMENT OF PURCHASE AND SALE

3.1Property and Assets to be Purchased and Sold.  Subject to the terms and conditions hereof, the Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase as, at and from the Time of Closing, on an as-is and where-is basis all the property and assets of the Business of every kind and description and wheresoever situated, including without limiting the generality of the foregoing:

(a)   Intellectual Property:  all the right, title, benefit and interest of the Vendor in and to all Intellectual Property and concepts, information and business goodwill relating to the Business, including, without limitation, those trademarks  listed and described in Schedule 3.1(a);

(b)   Inventory: all Inventory;

(c)   Accounts Receivable:  a portion of the accounts receivable related to or resulting from the Business,  that are listed and described in Schedule3.1(c);

(d)   Prepaid Expenses:  all prepaid expenses and deposits relating to the Business as listed and described in Schedule 3.1(d);

(e)   Goodwill: the goodwill of the Business, together with the exclusive right of the Purchaser to represent itself as carrying on the Business in continuation of and in succession to the Vendor and the right to use any words indicating that the Business is so carried on;

(f)   Records:  all books, records, files, customer lists, broker lists and other documentation and written materials relating to the Purchased Assets including, without limitation all inventory, sales and customer records except where the Vendor is required by law to retain a particular book, record, file, document or other written material, it shall retain the original thereof and deliver to the Purchaser a copy thereof;

(g)   Past and Present Customers: all past and present customers related to the Business; and

(h)   Media: all television commercials, radio commercials, campaigns, presentations, brochures, regulatory materials, booth properties, the BlūScience label and the Business website,

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except to the extent that any of the foregoing are or relate to Excluded Assets.

3.2Excluded Assets.  The property and assets of the Vendor set out and described in Schedule 3.2 hereof shall be excluded from the purchase and sale of property and assets herein contemplated, and shall remain the property of the Vendor.

3.3Assumption of Liabilities.  The Purchaser shall assume, perform, and fulfill those liabilities and obligations of the Vendor with respect to the Business specified in Schedule 3.3 (the “Assumed Liabilities”).

3.4Supply Agreement.   Concurrently with the completion of the within purchase and sale of the Purchased Assets, the parties agree to enter into the Supply Agreement.

3.5Royalty Agreement.   Concurrently with the completion of the within purchase and sale of the Purchased Assets, the parties agree to enter into the Royalty Agreement.

ARTICLE 4 - PURCHASE PRICE

4.1Purchase Price.  The Purchase Price payable by the Purchaser to the Vendor for the Purchased Assets shall be the sum of $6,178,831 payable at the Time of Closing as follows:

(a)   $250,000 which was previously paid by the Vendor to the Purchaser by bank wire on February 14, 2013;

(b)   $250,000 at Closing and an additional $500,000 (the “Cash Balance”) within 60 days of the Closing (the “Cash Balance Payment Date”) in each instance, in accordance with the wire transfer instructions set forth on Schedule 4.1 attached hereto.  Upon failure to pay the Cash Balance on or prior to the Cash Balance Payment Date, the Cash Balance will begin to accrue interest at a rate equal to 18% per annum from the Cash Balance Payment Date and shall be considered an Event of Default under the Senior Secured Note. In the event that the Purchaser fails to pay the Cash Balance on or prior to the Cash Balance Payment Date then the outstanding principal amount of the Senior Secured Note shall be increased by the amount of the Cash Balance and shall be payable on demand;

(c)   $2,500,000 payable by the issuance to the Vendor of the Senior Secured Note, payment of which shall be secured by the Security Agreement and the Subsidiary Guarantee; and

(d)    $2,678,831 payable by the issuance to the Vendor at Closing of  669,708  shares of Series I Preferred Shares that are convertible into  2,678,832, Class “A” Common Shares in the capital of the Purchaser (the “NSI Shares”), representing an aggregate of (19%) of the NSI Shares at a deemed price for each Class A Common Share of $1.00 per share.

4.2Deposit.  The Vendor acknowledges that a non-refundable deposit in the amount of $250,000 has already been paid by the Purchaser.  The parties agree that the full amount of such deposit shall be applied towards the amount required under Section 4.1(a) of this Agreement at the Time of Closing.

4.3Legend.  The parties acknowledge that the NSI Shares have not been registered under the United States Securities Act of 1933, as amended nor under the laws of any state of the United States and that therefore the certificate(s) representing the NSI Shares issued hereunder and the Class A Common Shares issuable upon the conversion of the NSI Shares will bear the following legend:

“The securities represented hereby have not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws. These securities may be offered, sold, pledged, hypothecated or otherwise transferred or encumbered only (a) outside the United States in compliance with Rule 904 of Regulation S promulgated under the 1933 Act, (b) in compliance with the exemption from the registration requirements under the 1933 Act provided by Rule 144 or Rule 144 thereunder. If available, and in accordance with any applicable state securities laws, or (c) in a transaction that is otherwise exempt from the registration requirements of the 1933 Act and any applicable state laws, and the holder has, prior to such sale, furnished to the company an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the company.  Delivery of this certificate may not constitute “good delivery” in settlement of transactions on stock exchanges in Canada.  If these securities are being sold at any time the company is a “foreign issuer” as defined in Rule 902 under the 1933 Act, a new certificate, bearing no legend, the delivery of which will constitute “good delivery” may be obtained from the company's transfer agent upon delivery of this certificate and a duly executed declaration, in form satisfactory to the company and the company's transfer agent to the effect that the sale of the securities is being made in compliance with Rule 904 of Regulation S under the 1933 Act.”

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4.4Anti-dilution.

(a)   In the event that the Purchaser issues any common shares of any class or Common Shares Equivalents at a price less than $1.00 per share (the “Protected Price”) (other than an issuance pursuant to an option agreement with an employee or otherwise to compensate an employee pursuant to a plan not to exceed 30% of the outstanding capital stock of the Purchaser in the aggregate) (the “Dilutive Shares”), concurrently with such transaction, the Purchaser will issue to the Vendor additional Series I Preferred Shares convertible into Class A Common Shares in an amount which provides the Vendor with a percentage interest in the Purchaser which the NSI Shares would have represented had the Dilutive Shares been issued at a price of $1.00 per share. For the purposes of this Agreement, “Common Shares Equivalent” means any securities of the Purchaser which would entitle the holder thereof to acquire at any time common shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, common shares.

(b)   In the event that the NSI Shares are: (i) subdivided, redivided or the number of outstanding  NSI Shares is changed into a greater number of  NSI Shares; or (ii) reduced, combined or the number of outstanding NSI Shares is consolidated into a smaller number of  NSI Shares (a “NSI  Share Reorganization”), the Protected Price shall be adjusted to the amount determined by multiplying the Protected Price by a fraction:

A. the numerator of which shall be the number of NSI Shares outstanding on the date of the NSI Share Reorganization, before giving effect to NSI Common Share Reorganization; and

B. the denominator of which shall be the number of NSI Shares which will be outstanding immediately after giving effect to such NSI Share Reorganization.

(c)   This Section 4.4 shall be in effect from the Time of Closing until the later of: (a) the date which is eighteen months from the Closing Date; or (b) the date upon which the Purchaser becomes a reporting issuer in any province or territory of Canada; after which time this Section 4.4 shall immediately expire and shall have no further force or effect.

4.5Transfer Taxes.The Purchaser shall be liable for and shall pay, either to the Vendor at Closing or directly to the government authority, as required, all transfer taxes, federal, provincial and states sales taxes and all other Taxes or other like charges properly payable upon and in connection with the transfer of the Business and the Purchased Assets to the Purchaser.

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES OF THE VENDOR

5.1Representations and Warranties of the Vendor. The Vendor hereby represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on such representations and warranties in connection with the transactions herein contemplated:

(a)   Organization and Qualification of the Vendor:  The Vendor is a corporation duly incorporated and subsisting under the laws of the State of Delaware. No proceedings have been instituted or are pending for the dissolution or liquidation of the Vendor. The Vendor has the necessary power, authority and capacity to own or lease the Purchased Assets and to carry on the Business as now being conducted by it.

(b)   Due Authorization of Agreement:  The Vendor has the necessary power, authority and capacity to enter into this Agreement, to sell the Purchased Assets to the Purchaser as herein contemplated and to perform its other obligations hereunder. The execution and delivery of this Agreement and the completion of the transactions herein contemplated have been duly and validly authorized by all necessary action on behalf of the Vendor and this Agreement has been duly and validly executed and delivered by the Vendor and is a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms.

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(c)   Conflicting Instruments:  The entering into of this Agreement by the parties hereto, the performance by the Vendor of its obligations hereunder and the completion of the transactions herein contemplated do not and will not conflict with or result in the breach or violation of any of the terms and provisions of (i) the  certificate of incorporation and the bylaws of the Vendor, (ii) subject to Section 8.4 the obtaining of any consent, approval, permit or acknowledgment which may be required thereunder in connection with the completion of the transactions herein contemplated with respect to the Purchased Assets, any licence or registration or any agreement, contract or commitment that the Vendor is a party to or bound by or subject to, or (iii) any law or regulation, domestic or foreign, or any judgment, decree, injunction, ruling, order or award of any tribunal.

(d)   Title to Purchased Assets:  The Vendor is the owner of the Purchased Assets with good and marketable title thereto free of any Encumbrance, except Permitted Encumbrances, and is exclusively entitled to possess and dispose of the same.

(e)   Accuracy of Books and Records:  The books and records of the Vendor relating to the Business fairly and correctly set out and disclose in all material respects the financial position of the Vendor and the Business as at the date hereof and all material financial transactions of the Vendor relating to the Business have been accurately recorded in such books and records in conformity with generally accepted accounting principles.

(f)   Financial Records:  All material financial transactions of the Vendor have been recorded in the financial books and records of the Vendor in accordance with good business practice.

(g)   Financial Statements:  The Financial Statements have been prepared on a basis consistent with those of previous years and present fairly:

(i)   all of the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of the Vendor and Business as at the Financial Year End;  and

(ii)   the revenues, earnings and results of operations of the Vendor and Business for the 12 month period ended on the Financial Year End.

(h)   Business Carried on in Ordinary Course:  The Business has been carried on in the ordinary course since the Financial Year End.  The Vendor has not, since the Financial Year End, sold or otherwise disposed of any of its property or assets relating to the Business except in the ordinary course of business.

(i)   Material Contracts:  Except for agreements, contracts and commitments in the ordinary course of the Business, none of which has more than three months to run or agreements, contracts and commitments under which the obligations of the Vendor do not exceed $10,000 in the aggregate, the Vendor is not a party to or bound by or subject to any agreement, contract or commitment, written or oral, of any nature or kind relating to the Business except for:

(i)   forward commitments by the Vendor for supplies or materials entered into in the ordinary course of the Business for use in the Business;

(ii)   service contracts on office equipment;

(iii)   Permitted Encumbrances set forth and described in Schedules 1.1(s) and 8.4; and

(iv)   other agreements, contracts and commitments set forth and described in Schedule 8.4;

and, except as disclosed in such Schedules, no consent, approval, permit or acknowledgment is required under any of the said agreements, contracts, and commitments from any party thereto or any other Person in connection with the completion of the transactions herein contemplated.

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(j)   Status of Agreements:  Except as set forth and described in Schedule 8.4, each of the agreements, contracts and commitments that  the Vendor is a party to or bound by or subject to relating to the Business (including, without limitation, those agreements, contracts and commitments referred to in Section 5.1(i)) is valid and subsisting and in good standing, there is no default thereunder and, to the best of the knowledge of the Vendor, there are no facts which, after notice or lapse of time or both, would constitute such a default.

(k)   Legal Proceedings:  There are no Legal Proceedings in progress, pending, threatened against or affecting the Vendor relating to the Business or the Purchased Assets at law or in equity or before or by any tribunal, except as described in Schedule5.1(k).

(l)   Compliance with Applicable Laws:  The Vendor has conducted and is conducting the Business in material compliance with all applicable laws, rules and regulations (including those applicable to any labour or employment matter or standard) of each jurisdiction, domestic or foreign, in which the Business is carried on, is not in breach of any of such laws, rules or regulations, and is duly licensed or registered in each jurisdiction in which it owns or leases the Purchased Assets or carries on the Business, so at to enable the Business to be carried on as now conducted and the Purchased Assets to be so owned or leased.

(m)   Health and Safety Regulations

(i)   to the best of the Vendor’s knowledge, the Vendor is and has been in compliance in all material respects with all Health or Safety Regulations (as hereinafter defined) with respect to the Purchased Assets and the Business;

(ii)   no notice, demand, request for information, citation, summons or order has been received, no complaint has been served, no penalty has been assessed, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of the Vendor, is threatened by any Governmental Authority (as hereinafter defined) or other person with respect to the Purchased Assets or the Business relating to or arising out of any Health or Safety Regulation; and

(iii)   there are no material claims or liabilities of or relating to the Purchased Assets or the Business of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Health or Safety Regulation and to the best of the Vendor’s knowledge, there are no facts, conditions, situations or set of circumstances which could reasonably be expected to result in or be the basis for any such liability.

For purposes of this Section 5.1(m), (i) “Health and Safety Regulations” means any and all laws, statutes, ordinances, rules, regulations, orders or determinations of any Governmental Authority (hereinafter defined) pertaining to health, health supplements, pharmaceuticals or neutriceuticals currently in effect in any and all jurisdictions in which the Business is conducted and (ii)  “Governmental Authority” includes any governmental or supervisory organization having authority over the Business in the United States of America, as well as any other state, province, country, city and political subdivision in which any part of the Business is conducted, and any agency, department, commission, board, bureau or instrumentality of any of them that exercises jurisdiction over the Business.

(n)   Intellectual Property.

(i)   As at the Closing Date, the Vendor owns or has rights in all of the Intellectual Property necessary to carry on the Business in a manner consistent with the year ended immediately prior to the Closing Date.

(ii)   The Vendor has not received written notice from any Person challenging the validity of any of the Vendor’s Intellectual Property or the Vendor’s rights in respect of any of the Vendor’s Intellectual Property or alleging that any of the Vendor’s Intellectual Property infringes the intellectual property rights of any Person.

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(iii)   To the best of the knowledge of the Vendor, neither the use of the Vendor’s Intellectual Property nor the conduct of the Business, or the carrying on of the Business following the Closing Date as it is currently carried on, has infringed, currently infringes, has been or might reasonably be alleged to infringe, or is the subject of an opinion from counsel that it might infringe or be alleged to infringe, the intellectual property rights of any Person and to the best of the knowledge of the Vendor the conduct of the Business does not include any activity which may constitute passing off.

(iv)   The Vendor has been provided with copies of:

A. all patents, patent applications, trademarks and registrations, internet domain addresses, copyright applications and registrations, trade names, domestic or foreign, owned by the Vendor relating to the operation of the Business; and

B. all agreements whereby any rights in any of the Vendor’s Intellectual Property have been granted or licensed to the Vendor.

(v)   The Vendor has the exclusive right to use all of the Vendor’s Intellectual Property in respect of the Business and has not granted any licence or other rights to any other person in respect of the Vendor’s Intellectual Property in respect of the Business.

(o)   Liabilities:  To the knowledge of the Vendor, there are no liabilities of the Vendor of any kind whatsoever, contingent or otherwise, relating to the Business existing on the date hereof except for:

(i)   liabilities (including liabilities for unpaid Taxes) disclosed on, reflected in or provided for in the Financial Statements;

(ii)   liabilities disclosed or referred to in this Agreement, including the Schedules hereto;  and

(iii)   liabilities incurred in the ordinary course of the Business and attributable to the period since the Financial Year End, none of which is materially adverse to the operations, affairs, prospects or condition (financial or otherwise) of the Business.

(p)   Inventory:  The Inventory:

(i)   is saleable or resalable (or useable) in the ordinary course of the Business for the purpose for which they were intended; and

(ii)   is at a level consistent with the level of Inventory that has been maintained in the operation of the Business prior to the date hereof in accordance with normal practice and reasonably anticipated requirements in light of seasonal adjustments, market fluctuations in the North American industry and the requirements of customers of the Business.

(q)   Third Party Consents.  Except as set forth on Schedule 8.4, no consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or body or regulatory authority is required except such as shall have been made or obtained at or before the Time of Closing, for the execution, delivery and performance by the Vendor of this Agreement and or the Vendor’s obligations hereunder.

(r)   Broker. The Vendor has not engaged a banker or broker in connection with this Agreement or the transaction contemplated herein and no fee is due or owed as a result thereof.

(s)   Disclosure. To the best of the knowledge of the Vendor, no representation or warranty contained in this Article, and no statement contained in any schedule, certificate, list, summary or other disclosure document provided or to be provided to the Purchaser pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact which is necessary in order to make the statements contained herein and therein not misleading.

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(t)   No Other Representations and Warranties:  Except for the representations and warranties set forth in this Article 5, the Vendor make no further representations or warranties to the Purchaser, whether express or implied, statutory or otherwise, with respect to the Purchased Assets or the Business.

ARTICLE 6 - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

6.1Representations and Warranties of the Purchaser.  The Purchaser hereby represents and warrants to the Vendor as follows and acknowledges that the Vendor is relying on such representations and warranties in connection with the transactions herein contemplated:

(a)   Organization and Qualification of the Purchaser:  The Purchaser is a corporation duly incorporated and subsisting under the laws of the Province of Alberta. No proceedings have been instituted or are pending for the dissolution or liquidation of the Purchaser.

(b)   Due Authorization of Agreement and the Transaction Documents:  The Purchaser has the necessary power, authority and capacity to enter into this Agreement and the Transaction Documents, to purchase the Purchased Assets from the Vendor as herein contemplated and to perform its other obligations under the Transaction Documents. The execution and delivery of this Agreement and the completion of the transactions herein and in the Transaction Documents contemplated have been duly and validly authorized by all necessary action on behalf of the Purchaser and this Agreement and the Transaction Documents have been duly and validly executed and delivered by the Purchaser and is a valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms.

(c)   Conflicting Instruments:  The entering into of this Agreement and the Transaction Documents by the Purchaser and the performance of its obligations hereunder and thereunder do not and will not conflict with or result in the breach or violation of (i) the constating documents or by laws of the Purchaser, or (ii) any agreement, contract or commitment, written or oral, which the Purchaser is a party to or bound by or subject to.

(d)   Series I Preferred Shares and NSI Shares:  The Purchaser has full corporate power and authority to issue the Series I Preferred Shares and, at the Closing Date, and upon the conversion of the Series I Preferred Shares, the NSI Shares will be duly and validly created, authorized and issued as fully paid and non-assessable common shares in the share capital of the Purchaser.

(e)   Legal Proceedings:  There is:

(i)   no Legal Proceeding (whether or not purportedly on behalf of the Purchaser) in progress, pending, threatened against or affecting the Purchaser at law or in equity or before or by any tribunal and, to the best of the knowledge and belief of the Purchaser, there are no grounds on which any such Legal Proceeding might be commenced with any reasonable likelihood of success;  and

(ii)   no judgment, decree, injunction, ruling, order or award of any tribunal outstanding against or affecting the Purchaser;

which, in any such case, might adversely affect the ability of the Purchaser to enter into this Agreement or to perform its obligations hereunder.

(f)   Absence of Knowledge:  The Purchaser has no knowledge that any representation or warranty made by the Vendor contained in this Agreement or in any agreement, certificate, affidavit, statutory declaration or other document delivered or given pursuant to this Agreement is false or inaccurate in any material respect.

(g)   Third Party Consents.  No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or body or regulatory authority is required except such as shall have been made or obtained at or before the Time of Closing, for the execution, delivery and performance by the Purchaser of this Agreement and the Transaction Documents and for the Vendor’s obligations hereunder or thereunder.

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(h)   Broker. The Purchaser has not engaged a banker or broker in connection with this Agreement or the transaction contemplated herein and no fee is due or owed as a result thereof.

(i)   Bankruptcy.  The Purchaser is not an insolvent entity within the meaning of the Bankruptcy and Insolvency Act (Canada) nor has it made an assignment in favour of creditors, nor a proposal in bankruptcy to their creditors or any class thereof nor had any petition for a receiving order presented in respect of them.  The Purchaser has not initiated proceedings with respect to a compromise or arrangement with their respective creditors or for their winding up, liquidation or dissolution.  No receiver has been appointed in respect of the Purchaser.

(j)   Creditor Protection.  The Purchaser is a debtor company within the meaning of the Companies’ Creditors Arrangement Act, RSC 1985, c C-36 (Canada) (the “CCAA”) and has not made any application, compromise or arrangement under the CCAA and neither has initiated any proceedings under the CCAA for protection from its creditors.

(k)   Financial Condition.  There has been no material adverse change in the financial Condition of the Purchaser since the date of the financial statements previously provided to the Vendor (the “NSI Financial Statements”), howsoever arising, except changes which have occurred in the ordinary course and which, individually or in the aggregate, have not affected the Purchaser in any material adverse respect.

(l)   Operation of the Business.  Since the date of the NSI Financial Statements the Purchaser’s operations have been carried on in the normal course consistent with past practices subject to any requisite adjustments resulting from the Letter of Intent.

(m)   Financial Records.  All material financial transactions of the Purchaser have been recorded in the financial books and records of the Purchaser in accordance with good business practice.

(n)   NSI Financial Statements. Except as otherwise specifically disclosed therein, the NSI Financial Statements:

(i)   have, in all material respects, been prepared from the books and records of the NSI Financial Statements have been prepared on a consistent basis throughout the period indicated and on a basis consistent with prior periods; and

(ii)   fairly and accurately present the financial position, assets and liabilities of the Purchaser as at the dates specified therein and fairly and accurately present the results of operations for the periods covered by the statements of earnings and retained earnings (deficit) included therein.

(o)   Intellectual Property.

(i)   As at the Closing Date, the Purchaser owns or has rights in all of the Intellectual Property necessary to carry on its business in a manner consistent with the year ended immediately prior to the Closing Date.

(ii)   The Purchaser has not received written notice from any Person challenging the validity of any of the Purchaser’s Intellectual Property or the Purchaser’s rights in respect of any of the Purchaser’s Intellectual Property or alleging that any of the Purchaser’s Intellectual Property infringes the intellectual property rights of any Person.

(iii)   To the best of the knowledge of the Purchaser, neither the use of the Purchaser’s Intellectual Property nor the conduct of the Purchaser’s business, or the carrying on of the Purchaser’s business following the Closing Date as it is currently carried on, has infringed, currently infringes, has been or might reasonably be alleged to infringe, or is the subject of an opinion from counsel that it might infringe or be alleged to infringe, the intellectual property rights of any Person and to the best of the knowledge of the Purchaser the conduct of the Purchaser’s business does not include any activity which may constitute passing off.

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(iv)   The Vendor has been provided with copies of:

A. all patents, patent applications, trademarks and registrations, internet domain addresses, copyright applications and registrations, trade names, domestic or foreign, owned by the Purchaser relating to the operation of its business; and

B. all agreements whereby any rights in any of the Intellectual Property have been granted or licensed to the Purchaser.

(v)   The Purchaser has the exclusive right to use all of the Purchaser’s Intellectual Property and has not granted any licence or other rights to any other person in respect of the Purchaser’s Intellectual Property.

(p)   Good Standing of Agreements.  The Purchaser is not in default or breach of any of its material obligations under any one or more contracts and there exists no state of facts which, after notice or lapse of time or both, would constitute such a default or breach.  All contracts are now in good standing and in full force and effect without amendment thereto, at the Closing Date the Purchaser shall be entitled to all benefits thereunder and, to the best of the knowledge of the Purchaser, the other parties to the contracts are not in default or breach of any of their material obligations thereunder.

(q)   Labour Matters and Employment Standards.

(i)   Neither the Purchaser nor any affiliate is subject to any agreement with any labour or trade union or employee association and has not made any commitment to or conducted negotiations with any labour or trade union or employee association with respect to any future agreement or collective agreement and neither is bound by any certificate or certification order of any federal or provincial labour board, council or tribunal in respect of any labour or trade union or employee association and, to the best of the knowledge of each of the Purchaser, there is no current attempt, and there have been no past attempts, to organize, certify or establish any labour or trade union or employee association in relation to any of the employees.

(ii)   There are no existing or, to the best of the knowledge of each of the Purchaser, threatened, labour strikes or labour disputes, grievances, controversies or other labour troubles.

(iii)   The Purchaser has complied in all material respects with all applicable laws, rules, regulations and orders relating to employment, including, but not limited to, those relating to wages, hours, collective bargaining, occupational health and safety, workplace hazardous materials, employment standards, pay equity, human rights and workers’ compensation.  There are no outstanding charges or complaints against and received by the Purchaser relating to unfair labour practices or discrimination or under any legislation relating to employees.  The Purchaser has paid in full all amounts owing under the applicable workers’ compensation legislation.

(r)   Insurance.  The Purchaser has provided copies of all insurance policies maintained by the Purchaser or under which the Purchaser is covered in respect of the properties, assets, operations and personnel of the Business as of the date hereof and will name the Vendor as an additional insured under such policies.

(s)   Compliance with Laws.  In relation to the Business, the Purchaser is not in violation in any material respect of any federal, provincial or other law, regulation or order of any Governmental Authority, including, without limitation, any law, regulation or order relating to the Business.

(t)   Disclosure. To the best of the knowledge of the Purchaser, no representation or warranty contained in this Article, and no statement contained in any schedule, certificate, list, summary or other disclosure document provided or to be provided to the Purchaser pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact which is necessary in order to make the statements contained herein and therein not misleading.

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(u)   No Other Representations and Warranties:  Except for the representations and warranties set forth in this Article 5, the Vendor make no further representations or warranties to the Purchaser, whether express or implied, statutory or otherwise, with respect to the Purchased Assets or the Business.

(v)   Capitalization.

(i)   As of the date hereof, the capitalization of the Purchaser is as set forth on Schedule 6.1(v)(i) hereof.  Except as contemplated herein, no shares of preferred stock are issued and outstanding.  All of the shares of the Purchaser’s preferred shares and common shares have been duly authorized and validly issued and are fully paid and non-assessable.  None of the Purchaser’s shares were issued in violation of any preemptive rights or is subject to any preemptive rights of any Person. The Purchaser has no subsidiaries other than those subsidiaries listed on Schedule 6.1(v)(i)hereof

(ii)   Except as set forth on Schedule 6.1(v)(i) hereof, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for or purchase from the Purchaser, or any plans, contracts or commitments providing for the issuance of, or the granting of rights to acquire, (i) any capital stock or other ownership interests of the Purchaser, or (ii) any securities convertible into or exchangeable for any such capital stock or other ownership interests.  There are no outstanding contractual obligations or plans of the Purchaser to transfer, issue, repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests of the Purchaser.

(w)   Indebtedness.  Except as set forth on Schedule 6.1(w) the Company has no outstanding Indebtedness (as such term is defined in the Senior Secured Note) other than as contemplated pursuant to the Senior Secured Note and the Security Agreement.

ARTICLE 7 - SURVIVAL OF REPRESENTATIONS AND WARRANTIES

7.1Survival of Representations and Warranties of the Vendor. The representations and warranties of the Vendor in Article 5 of this Agreement shall not survive the Closing. The Vendor shall have no further liability to the Purchaser with respect to the representations and warranties referred to in Article 5.

7.2Survival of Representations and Warranties of the Purchaser.  The representations and warranties of the Purchaser contained in this Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Vendor with respect thereto, shall continue in full force and effect for the benefit of the Vendor provided, however, that no claim in respect thereof shall be valid unless it is made within a period of two years from the Closing Date and in accordance with the provisions set forth in Article 14 and, upon the expiry of such limitation period, the Purchaser shall have no further liability to the Vendor with respect to any of such representations or warranties.

ARTICLE 8 - COVENANTS OF THE VENDOR

8.1Covenants of the Vendor.  The Vendor hereby covenants and agrees with the Purchaser as follows:

(a)   Investigations and Availability of Records:  Between the date hereof and the Closing Date the Vendor shall permit the Purchaser's Representatives to make such investigations of the Business and the Purchased Assets and its financial condition as the Purchaser deems necessary or desirable; provided that such investigations shall be carried out without undue interference with the operations of the Business

(b)   Consents:  Commencing forthwith after the date hereof and subject to Section 8.4 hereof,  the Vendor shall its best efforts to obtain at or prior to the Time of Closing all necessary consents, approvals, permits and acknowledgements which may be required in connection with the completion of the transactions contemplated herein.

(c)   Conduct of the Business:  Between the date hereof and the Time of Closing the Vendor shall cause the Business to be carried on in the ordinary course and shall not sell or dispose of any of its property or assets relating to the Business except in the ordinary course of business.

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8.2Delivery of Books and Records.  At the Time of Closing, the Vendor shall deliver to the Purchaser all the documents referred to in Section 5.1(e) and all other document files, records and other data of the Vendor relating to the Purchased Assets, including, without limitation, copies of books, records, intellectual property rights and licence agreements or arrangements with respect to intellectual property rights held by the Vendor relating to the Business, Debt Instruments, Encumbrances, agreements, contracts and commitments which the Vendor is a party to or bound by or subject to relating to the Business, and lists of suppliers and customers of the Business, all of which documents, books, records and other materials shall become the property of the Purchaser.

8.3Arrangements Regarding Cheques.  The Vendor shall make arrangements at the Time of Closing, satisfactory to the Purchaser, to ensure that all cheques or other payments received by the Vendor from and after the Time of Closing which relate to the Business or the Purchased Assets shall be endorsed over without recourse and delivered to the Purchaser.

8.4Agreements, Contracts and Commitments. The Vendor shall use its commercially reasonable efforts to assign to the Purchaser after the Closing the full benefit of all unfilled orders received by the Vendor prior to the Closing relating to the Business and all right, title and interest of the Vendor in, to and under all agreements, contracts and commitments and other rights of or relating to the Business described in Schedule 8.4, whether written or oral, including, without limitation:

(i)   the full benefit and advantage of all forward commitments by the Vendor set forth and described in Schedule 8.4for supplies or materials entered into in the ordinary course of the Business for use in the Business whether or not there are any written agreements, contracts or commitments with respect thereto;  and

(ii)   all the right, title and interest of the Vendor in, to and under those agreements, contracts and commitments set forth and described in Schedule 8.4.

The Vendor shall use commercially reasonable efforts to participate in joint customer meetings either in person or telephonically, upon reasonable advance notice, to promote and support the assignment of such agreements, contracts and commitments, and to assist in the transition of such contracts to the Purchaser as may be required.

8.5Transition Support.   For a period of six months from the Closing Date, the Vendor agrees to provide reasonable access to the Purchaser and its directors, officer, employees, consultants and representatives during business hours to such of the Vendor’s staff and personnel as may be required to train the Purchaser in the carriage and continued operation of the Business.

ARTICLE 9- COVENANTS OF THE PURCHASER

9.1Covenants of the Purchaser.  The Purchaser hereby covenants and agrees with the Vendor as follows:

(a)   Confidentiality

(i)   Between the date hereof and the Time of Closing the Purchaser shall keep confidential any trade secrets, know how or confidential or proprietary information and any financial or business documents or information (collectively in this Section, the “Information”) received by it from the Vendor relating to the Business and shall not disclose any of such Information to any third party, provided that any of such Information may be disclosed to the Purchaser's Representatives who need to know such Information in connection with the transactions herein contemplated.  The Purchaser shall use all reasonable efforts to ensure that the Purchaser's Representatives keep confidential such Information.  Notwithstanding the foregoing, the Purchaser will not be liable for disclosure of any of such Information upon the occurrence of one or more of the following events:

(A)   the completion at the Closing of the transactions herein contemplated;

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(B)   the expiration of five years from the date of this Agreement;

(C)   the Information becoming generally known to the public other than through a breach of this Agreement;

(D)   the Information being lawfully obtained from a third party without breach of this Agreement by the Purchaser, provided that the Purchaser is able to produce documentation or other evidence sufficient to establish such third party as the source of the Information;

(E)   the Information being known to the Purchaser prior to its disclosure by the Vendor, provided that the Purchaser is able to produce documentation or other evidence sufficient to establish such knowledge; or

(F)   the Vendor having provided its prior written approval of such disclosure by the Purchaser.

(ii)   In the event that this Agreement is terminated in accordance with the provisions hereof the Purchaser shall:

(A)   use all reasonable effort to insure that all Information and all copies thereof are either destroyed or returned to the Vendor if it so requests so that, so far as possible, any Information obtained during and as a result of any investigation by the Purchaser's Representatives is not disseminated beyond those Persons concerned with such investigations; and

(B)   not, directly or indirectly, use for its own purposes, any Information discovered or acquired by the Purchaser's Representatives as a result of the Vendor making available to them those documents and materials referred to in Section 9.1(a)(i).

(b)   Maintenance and Access to Records:  The Purchaser agrees that it will retain all books and records and any other documents, information and files relating to the Business or the Purchased Assets delivered to it by the Vendor and relating to any period ending on or prior to the Closing Date for a period of six years following the Closing Date.  So long as such books and records and such other documents, information and files are retained by the Purchaser, the Vendor or its authorized representatives shall have reasonable access thereto in connection with the affairs of the Vendor relating to the Business as required, but the Purchaser shall not be responsible or liable to the Vendor for or as a result of any loss or destruction of or damage to any such books, or records or such other documents, information and files.

(c)   Public Offering.   The Purchaser shall agree to file an initial public offering prospectus with a securities commission in Canada (the “Public Offering”) within 180 days of the Closing and to concurrently seek approval for the listing of its common shares on the TSX Venture Exchange or similar stock exchange in Canada (the “Stock Exchange”). The Vendor will subsequently use its best efforts to seek a dual listing on a national securities exchange in the United States.

(d)   Subsidiary Guarantee.  So long as the Senior Secured Note shall remain outstanding, the Purchaser shall cause each of its subsidiaries that shall come into existence after the date hereof, to execute and deliver to the Vendor within three (3) Business Days of becoming a subsidiary of the Purchaser, a Subsidiary Guarantee (in a form identical to the Subsidiary Guarantee other than substituting the date and the name of the applicable subsidiary).

(e)   Discharge of Existing Security Interests.  The Purchaser shall discharge any liens and indebtedness that is set forth on Schedule 5.23 of the Security Agreement within 60 days of the Closing Date.

(f)   Audited financial statements.  Within ninety (90) days from the date hereof the Purchaser shall deliver to the Vendor audited NSI Financial Stateemnts for the year ended September 31, 2012.

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ARTICLE 10 - BULK SALES LEGISLATION

10.1Indemnity.  The parties hereto believe that, assuming compliance with this Agreement by both the Vendor and the Purchaser, it is both unnecessary for the protection of the Vendor's creditors and impracticable to comply with the Bulk Sales Legislation in the various jurisdictions in which the Purchased Assets are located.  Accordingly, in the event that any creditor of the Vendor should make any claim against either the Purchaser or the Purchased Assets which is wholly or partially based on the premise that the sale of the Purchased Assets did not conform in any particular to the requirements of the Bulk Sales Legislation of any such jurisdiction, the Vendor agrees to indemnify and save the Purchaser harmless from and against any claim for principal, interest and costs, including reasonable legal and accounting fees, whether or not the claim is ultimately proved to be well founded, except to the extent that the claim relates to a liability of the Business which is to be assumed by the Purchaser hereunder and which the Purchaser has failed to discharge.

ARTICLE 11 - PURCHASER'S CONDITIONS OF CLOSING

11.1Conditions for the Benefit of the Purchaser.  The transactions herein contemplated, including the sale and purchase of the Purchased Assets in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Purchaser.  Each of such conditions is to be fulfilled or performed at or prior to the Time of Closing.  The Vendor agrees to use its best efforts to cause each of such conditions to be fulfilled or performed at or prior to the Time of Closing:

(a)   Truth of Representations and Warranties of the Vendor:  The representations and warranties of the Vendor contained in this Agreement shall be true and correct on the date hereof and at the Time of Closing with the same force and effect as if such representations and warranties had been made on and as of each of such times.

(b)   Performance of Covenants by the Vendor:  The Vendor shall have performed all obligations, covenants and agreements contained in this Agreement to be performed by the Vendor at or prior to the Time of Closing.

(c)   Consents:   Subject to Section 8.4, there shall have been obtained from all appropriate Persons, as referred to in Section 8.1(b), such consents, approvals, permits and acknowledgements as may be required in connection with the completion of the transactions herein contemplated.

(d)   No Action Taken Restricting Sale:  No Legal Proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by an tribunal which would affect the title of the Vendor to the Business or the Purchased Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Business and the Purchased Assets in accordance with the terms of this Agreement or which might adversely affect the ability of the Vendor to enter into this Agreement or to perform its obligations hereunder. The Purchaser acknowledges that the Vendor has disclosed to the Purchaser, the Legal Proceedings described in Schedule 5.1(j) and that any liabilities with respect to same are not being assumed by the Purchaser.

(e)   No Adverse Change:  Between the date hereof and the Time of Closing, no change in the operations, affairs, prospects or condition (financial or otherwise) of the Business shall have occurred which, in the case of any such occurrence, in the reasonable opinion of the Purchaser, would have a material adverse effect on the Business.

(f)   Non Fulfillment of Conditions for the Benefit of the Purchaser:  In the event that any condition, obligation, covenant or agreement of the Vendor to be fulfilled or performed hereunder at or prior to the Time of Closing, including, without limitation, the conditions set forth in this Article 11, shall not be fulfilled or performed at or prior to the Time of Closing, the Purchaser may rescind this Agreement by written notice to the Vendor and in such event the Purchaser shall be released from all obligations hereunder and, unless the Purchaser can show that the one or more conditions, obligations, covenants or agreements for the non fulfilment or non performance of which the Purchaser has rescinded this Agreement is or are reasonably capable of being fulfilled or performed or caused to be fulfilled or performed by the Vendor then the Vendor shall also be released from all obligations hereunder; provided, however, that any of the said conditions, obligations, covenants or agreements may be waived in whole or in part by the Purchaser without prejudice to the Purchaser's right of rescission in the event of the non fulfilment or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding on the Purchaser only if the same is in writing.

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ARTICLE 12 - VENDOR'S CONDITIONS OF CLOSING

12.1Conditions for the Benefit of the Vendor.  The transactions herein contemplated, including the sale and purchase of the Business and the Purchased Assets in accordance with the terms of this Agreement, are subject to the following conditions, each of which is hereby declared to be for the exclusive benefit of the Vendor.  Each of such conditions is to be fulfilled or performed at or prior to the Time of Closing.  The Purchaser covenants and agrees to use its best efforts to cause each of such conditions to be fulfilled or performed at or prior to the Time of Closing:

(a)   Truth of Representations and Warranties of the Purchaser:  The representations and warranties of the Purchaser contained in this Agreement shall be true and correct on the date hereof and at the Time of Closing with the same force and effect as if such representations and warranties had been made on and as of each of such times.

(b)   Performance of Covenants by the Purchaser:  The Purchaser shall have performed all obligations, covenants and agreements contained in this Agreement to be performed by it at or prior to the Time of Closing and shall have executed and delivered the Transaction Documents and the Purchase Price at Closing.

(c)   Consents:  There shall have been obtained from all appropriate Persons, including, but not limited to, the Purchaser’s lenders, creditors, shareholders, members, vendors, lessors, regulators and Person referred to in Section 8.1(b), all such consents, approvals, permits and acknowledgements as may be required in connection with the completion of the transactions herein contemplated.

(d)   No Action Taken Restricting Sale:  No Legal Proceeding shall have been commenced or shall be pending or threatened against the Vendor at law or in equity or before or by any tribunal which would adversely affect the title of the Vendor to the Business or the Purchased Assets or would enjoin, restrict or prohibit or would have the effect of preventing the completion of the transactions herein contemplated, including the sale and purchase of the Business and the Purchased Assets in accordance with the terms of this Agreement or which might adversely affect the ability of the Vendor to enter into this Agreement and to perform its respective obligations hereunder.  The Purchaser acknowledges that the Vendor has disclosed to the Purchaser, the Legal Proceedings described in Schedule 5.1(j) and that any liabilities with respect to same are not being assumed by the Purchaser.

(e)   Agency Agreement.  The Purchaser shall have entered into an agency agreement, in form and substance reasonably satisfactory to Vendor, with an IIROC registered investment bank, to broker or underwrite the sale of Purchaser’s Common Shares in the Public Offering.

(f)    Observer Appointment.  The Purchaser shall have taken all requisite corporate action to appoint a designee of the Vendor as an observer to its board of directors with the right to receive notice of, and to attend either in person or telephonically, all meetings of its board of directors and to receive copies of all board presentations, materials and resolutions to be considered (prior to the adoption of such resolutions by unanimous written consent of its board of directors.

(g)   Existing Indebtedness. All of the Purchaser’s existing indebtedness shall have been converted into Class A Common Shares of the Purchaser or repaid in full.

(h)   No Adverse Change:  Between the date hereof and the Time of Closing, no change in the operations, affairs, prospects or condition (financial or otherwise) of the Purchaser  shall have occurred which, in the case of any such occurrence, in the reasonable opinion of the Vendor, would have a material adverse effect on the Purchaser.

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(i)   Non Fulfillment of Conditions for the Benefit of the Vendor.  In the event that any condition, obligation, covenant or agreement of the Purchaser to be fulfilled or performed hereunder at or prior to the Time of Closing, including, without limitation, the conditions set forth in this Article 12, shall not be fulfilled or performed at or prior to the Time of Closing, the Vendor may rescind this Agreement by written notice to the Purchaser and in such event the Vendor shall be released from all obligations hereunder and, unless the Vendor can show that the one or more conditions, obligations, covenants or agreements for the non fulfilment or non performance of which the Vendor has rescinded this Agreement is or are reasonably capable of being fulfilled or performed or caused to be fulfilled or performed by the Purchaser, then the Purchaser shall also be released from all obligations hereunder; provided, however, that any of the said conditions, obligations, covenants or agreement may be waived in whole or in part by the Vendor without prejudice to its right of rescission in the event of the non fulfilment or non performance of any other condition, obligation, covenant or agreement, any such waiver to be binding upon the Vendor only if the same is in writing.

(j)   Filing of Series I Preferred Shares Terms and Conditions. The Purchaser shall have taken all corporate action to authorize the Series I Preferred Shares and shall have filed the Series I Preferred Shares Terms and Condition with the proper regulatory authority in Alberta Canada.

ARTICLE 13 - CLOSING ARRANGEMENTS

13.1Date, Time and Place of Closing.  The Closing shall take place at the Time of Closing on the Closing Date at the offices of Sichenzia Ross Friedman Ference LLP, or via exchange of executed documentation on trust conditions, or at such other time, on such other date or at such other place as may be agreed upon in writing by the parties hereto.

13.2Closing Arrangements.  At the Time of Closing and subject to the fulfilment of all the terms and conditions set forth in this Agreement which have not been waived in writing by the parties hereto, respectively:

(a)   Purchase and Sale of Business and Purchased Assets:  The Vendor shall sell to the Purchaser the Purchased Assets and the Purchaser shall purchase the Purchased Assets from the Vendor and pay and satisfy the Purchase Price, all as provided herein at section 4.1.

(b)   Assumption of Liabilities:  The Vendor shall transfer to the Purchaser, and the Purchaser shall assume, all of the Assumed Liabilities as described in Schedule 3.3.

(c)   Delivery of Closing Documents:  Subject to Section 8.4, the Vendor shall deliver to the Purchaser all deeds, conveyances, bills of sale, assurances, transfers, assignments and consents and any other documents as shall be necessary or reasonably required to effectively transfer the Purchased Assets (other than those disposed of in the ordinary course of the Business between the Effective Time and the Time of Closing) to the Purchaser with good and marketable title thereto free of any Encumbrance except Permitted Encumbrances or as specifically provided in this Agreement, including the Schedules hereto, and shall deliver to the Purchaser all books, records, books of account, lists of suppliers and customers and all other documents, files, records and other data relating to the Purchased Assets as provided in Section 8.2.

(d)   Payment of Purchase Price:  Upon the fulfilment of the foregoing provisions of this Article 13 and subject to all the other terms and conditions contained in this Agreement being complied with, the Purchaser shall pay and satisfy the Purchase Price in the manner specified in Section 4.

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ARTICLE 14 - INDEMNIFICATION

14.1Indemnification by Purchaser

(a)   Subject to Section 14.5, in the event that the transactions herein contemplated are completed at the Closing, the Purchaser agrees to indemnify and hold the Vendor harmless from and against any loss, damage, claim, Legal Proceeding, deficiency or expense, including all out of pocket costs and including, without limitation, all reasonable legal and accounting fees, relating to, arising from or in connection with any misrepresentation or breach of any warranty, obligation, covenant or agreement of the Purchaser contained in this Agreement.  The obligation of the Purchaser to indemnify the Vendor as set forth this Section 14.1 shall be subject to the limitation period referred to in Section 7.2.

(b)   The Vendor hereby agrees to indemnify and hold the Purchaser harmless from and against any Tax resulting from any payment made under this Section 14.1, including, without limitation, any payment made under the provisions of this Section 14.1(b).

14.2Procedure for Indemnification

(a)   A party claiming indemnification under Section 14.1 (in this Article an “Indemnitee”) shall give notice to the party or parties against which or against whom indemnification is claimed (in this Article an “Indemnitor”) with reasonable promptness upon becoming aware of the claim or other facts upon which a claim for indemnification will be based.  The written notice shall set forth such information and be accompanied by such documentation with respect thereto as is then reasonably available to the Indemnitee.

(b)   The Indemnitor shall have the right, exercisable by notice to the Indemnitee, given within ten (10) days following receipt of the aforesaid notice from the Indemnitee, to undertake and assume control of the defence of any such claim asserted by a third party (in this Article, a “Third Party Claim”), including the right of compromise or settlement thereof, and the Indemnitee shall co operate in such defence and make available all information and documentation requested by the Indemnitor with respect thereto; provided, however, that:

(i)   the Indemnitor shall first deliver to the Indemnitee written acceptance of liability for indemnification with respect to any such Third Party Claim and written consent to be joined as a party to any Legal Proceeding relating thereto;

(ii)   the undertaking and assumption of control of the defence, compromise or settlement of any such Third Party Claim shall, by its terms, be without expense, cost or other liability to the Indemnitee; and

(iii)   the Indemnitor shall at the Indemnitee's request furnish it with reasonable security against any expenses, costs or other liabilities to which it may be or may become exposed by reason of the defence, compromise or settlement of any such Third Party Claim.

(c)   Upon the assumption of control by the Indemnitor as aforesaid, the Indemnitor shall diligently proceed with the defence, compromise or settlement of such Third Party Claim at the Indemnitor's sole expense, including employment of counsel reasonably satisfactory to the Indemnitor; and in connection therewith, the Indemnitee shall co operate fully with, but at the expense of, the Indemnitor, to make available to the Indemnitor all pertinent information, documentation and witnesses under the Indemnitee's control and to make such assignments and take such other steps as in the opinion of counsel for the Indemnitor are necessary or desirable to enable the Indemnitor to conduct such defence, provided that the Indemnitee shall be entitled to reasonable security from the Indemnitor for any expenses, costs or other liabilities to which it may be or may become exposed by reason of such co operation.

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(d)   The final determination of any such Third Party Claim, including all related expenses, costs and other liabilities, shall be binding and conclusive upon the parties hereto as to the validity or invalidity, as the case may be, of such Third Party Claim against the Indemnitor hereunder.

(e)   In the event that the Indemnitor fails to give notice to the Indemnitee as provided in paragraph (b) of this Section 14.2, the Indemnitee shall be entitled to make such compromise or settlement of such Third Party Claim as in its sole discretion may appear advisable and such compromise or settlement or other final determination of such Third Party Claim shall be binding upon the Indemnitor.

14.3Subsequent Recovery.  In the event that the Indemnitee subsequently recovers all or part of a Third Party Claim from any other Person legally obligated to pay the same, the Indemnitee shall forthwith repay to the Indemnitor the amounts so recovered up to an amount not exceeding the amount theretofore paid by the Indemnitor by way of indemnity.

14.4Details of Claims.  No claim for indemnity hereunder shall be valid unless and until written notice providing reasonable details of the reasons supporting the claim, including such information and documentation with respect thereto as is then reasonably available to the Indemnitee, is given by the Indemnitee to the Indemnitor at or prior to the expiration of the applicable limitation periods herein provided for.

14.5De Minimis.  Notwithstanding any other provision of this Agreement, no party hereto shall assert against any other party hereto any claim or claims for indemnity hereunder unless the aggregate amount of the claim or claims asserted to that date, including the claim or claims then being asserted, is at least $10,000.

ARTICLE 15 - MISCELLANEOUS

15.1Further Assurances.  Each of the parties hereto upon the request of the other party or parties hereto, whether before or after the Time of Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably necessary or desirable to effect complete consummation of the transactions herein contemplated.

15.2Assignment of Contracts.  To the extent the assignment of any agreement, contract or commitment, including, without limitation, any Lease or other asset to be assigned to the Purchaser pursuant to the provisions hereof, shall require the consent, approval, permit or acknowledgement of any Person, this Agreement shall not constitute a contract to assign the same if an attempted assignment would constitute a breach thereof. If any of such required consents, approvals, permits and acknowledgments is not obtained, the Vendor shall co operate with the Purchaser in any reasonable arrangement designed to provide the Purchaser with the benefit of any such agreement, contract or commitment, including, without limitation, any Lease or other asset, including enforcement of any and all rights of the Vendor against the other party thereto arising out of breach or cancellation thereof by such party or otherwise.  Nothing contained herein shall be construed to negate or diminish, as between the Vendor and the Purchaser, the Vendor's covenants and obligations to transfer and deliver to the Purchaser the Purchased Assets as provided in this Agreement.

15.3Announcements.  The parties hereto agree that, unless required by law, regulation, legal process or applicable stock exchange requirements, no disclosure or public announcement with respect to this Agreement or the transactions herein contemplated shall be made by any party hereto without the prior written consent of each of the other parties hereto, which consent shall not be unreasonably withheld.

15.4Notices

(a)   Any notice, direction or other instrument required or permitted to be given to any party hereto shall be in writing and shall be sufficiently given if delivered personally, mailed or transmitted by fax or other form of recorded communication tested prior to transmission to such party, as follows:

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(i)   in the case of the Vendor, at:

ChromaDex Corporation

10005 Muirlands Blvd, Ste G

Irvine, CA  92618, USA

Attention: Tom Varvaro

Fax:   (949) 419-0294

Email: tom.varvaro@chromadex.com

With a copy to:

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, NY 10006

Attention:  Harvey Kesner, Esq.

Fax: (212) 930-9725

Email: hkesner@srff.com

(ii)   in the case of the Purchaser, at:

NeutriSci International Inc.

c/o Tingle Merrett LLP, Barristers & Solicitors

1250 Standard Life Building

639 - 5th Avenue SW

Calgary, AB, Canada  T2P 0M9

Attention:  Cynthia Solano

Fax: (403) 571-8008

Email: csolano@tinglemerrett.com

(b)   Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the date on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following such day; if mailed, shall be deemed to have been given and received on the third day after it was mailed, provided that if such day is not a Business Day then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following such day; and if transmitted by fax or other form of recorded communication, shall be deemed to have been given and received on the day of its transmission, provided that if such day is not a Business Day or if it is transmitted or received after the end of normal business hours then the notice, direction or other instrument shall be deemed to have been given and received on the first Business Day next following the day of such transmission.

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 provisions.

15.5Time of the Essence.  Time shall be of the essence for this Agreement.

15.6Costs and Expenses.  All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Agreement and the transactions herein contemplated shall be paid by the party incurring such costs and expenses.

15.7Applicable 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 New York without regard to principles of conflicts of law. Any action brought concerning the transactions contemplated by this Agreement shall be brought in the state courts or federal courts located in New York, New York.  The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted in compliance with this Section 17.7 and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.  The parties executing this Agreement agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury.

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15.8Entire Agreement.  This Agreement, including the Schedules hereto, constitutes the entire agreement between the parties hereto with respect to the transactions herein contemplated and cancels and supersedes any prior understandings, agreements, negotiations and discussions between the parties hereto with respect thereto, including, but not limited to, the Letter of Intent, except as specifically provided or contemplated in this Agreement. This Agreement may not be amended or modified in any respect except by written instrument executed by each of the parties hereto.

15.9Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.

15.10Assignment.  This Agreement may not be assigned by the Vendor or the Purchaser without the prior written consent of the other Party and provided that any such transferee enters into a written agreement with the other parties hereto to be bound by the obligations, covenants and agreements contained in this Agreement in all respects and to the same extent as the assigning party and provided that the assigning party shall continue to be bound by all such obligations, covenants and agreements to the extent that such Person fails to perform the same.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the date first written above as evidenced by the signatures of the authorized signatories of the parties below.

CHROMADEX CORPORATION Per: /s/ Frank Jaksch	NEUTRISCI INTERNATIONAL INC. Per: /s/ Keith Bushfield
FRANK JAKSCH, President and CEO	KEITH BUSHFIELD, President and CEO

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EX-10.2

Exhibit 10.2

THIS NOTE AND THE SHARES OF SERIES I PREFERRED  SHARES ISSUABLE UPON CONVERSION HEREOF AND THE CLASS A COMMON SHARES ISSUABLE UPON THE CONVERSION OF THE SERIES I PREFERRED SHARES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THE SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. DELIVERY OF THE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.  IF THESE SECURITIES ARE BEING SOLD AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW NOTE CERTIFICATE REPRESENTING THE SECURITIES, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY'S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY'S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT.

NEUTRISCI INTERNATIONAL INC.

Senior Secured Convertible Promissory Note (the "Note")

Issuance Date: March 28, 2013 Principal Amount: USD$2,500,000.

For value received, NEUTRISCI INTERNATIONAL INC., a corporation incorporated in Alberta Canada with an address of Unit 2A, 4015- 1st Street S.E., Calgary, AB T2G 4X7 (the “Maker”) hereby promises to pay to the order of CHROMADEX CORPORATION, a corporation incorporated in the State of Delaware with an address of 10005 Muirlands, Suite G, Irvine, CA 92618 (together with its successors, representatives, and permitted assigns, the “Holder”), in accordance with the terms hereinafter provided, the principal amount of  Two Million Five Hundred Thousand  U.S. Dollars ($2,500,000.00), together with interest thereon.

The outstanding principal balance of this Note shall be due and payable as follows: (a) USD$416,667.00 shall be payable on August 15, 2013; (b) USD$416,667.00 shall be payable on November 15, 2013; (c) USD$416,667.00 shall be payable on February 15, 2014; (d) USD$416,667.00 shall be payable on May15, 2014; (e) USD$416,667.00 shall be payable on August15, 2014; and (f) USD$416,667.00 shall be payable on November 15, 2014 (the “Final Maturity Date”),  unless this Note is sooner converted or paid in accordance with the terms herein. The Maker and the Holder shall discuss in good faith a measured approach to accelerate the foregoing payment schedule based on mutually agreed upon growth and sales thresholds of the BluScience Products.

Upon the failure of the Maker to pay the Cash Balance (as defined in the Purchase Agreement (as defined below) to the Holder on or prior to the Cash Balance Payment Date (as defined in the Purchase Agreement, the Cash Balance will begin to accrue interest at a rate equal to 18% per annum from the Cash Balance payment Date and shall be an Event of Default under this Note. In the event that the Maker shall fail to pay the Cash Balance on or prior to the Cash Balance Payment Date to the Holder, then the outstanding principal amount of this Note shall be increased by the amount of the Cash Balance and this Note shall be payable on demand.

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ARTICLE I - GENERAL TERMS

Section 1.1Asset Purchase and Sale Agreement

This Note has been executed and delivered pursuant to Section 4.1(c) of the Asset Purchase and Sale Agreement dated March 28, 2013, between the Maker and the Holder (as amended, restated, supplemented or otherwise modified, the “Purchase Agreement”). This is the “Senior Secured Note” referenced in the Purchase Agreement.  Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Purchase Agreement. Certain terms used herein are defined in Section 5.13 hereof.

Section 1.2Interest

Except in an Event of Default (as defined in Section 2.1), no interest shall accrue on this Note from its original issuance date, March 28, 2013 (the “Issuance Date”), until this Note is repaid in full or converted as contemplated herein.  Notwithstanding the foregoing, upon the occurrence of an Event of Default, the Maker will pay interest to the Holder, payable on demand, on the outstanding principal balance of this Note and on all unpaid interest from the date of the Event of Default, at a per annum rate equal to the lesser of (i) eighteen percent (18%) or (ii) the maximum applicable legal rate per annum, calculated based on a 360-day year.   Interest shall be computed on the basis of a 360-day year of twelve (12) thirty-day months, compound monthly and shall start accruing on the date of an Event of Default.

Section 1.3Payment of Principal; Prepayment

The Maker may prepay this Note in full or in part at a price equal to one hundred percent (100%) of the aggregate principal amount of this Note prepaid, plus all accrued and unpaid interest at the time of such request (the “Prepayment Price”); provided however, that the Maker deliver to the Holder a written notice of the Maker’s intent to make such prepayment at least ten (10) days prior to the date of prepayment, and that the Maker is obligated to honor all conversion requests delivered by the Holder during such ten (10) day period.

Section 1.4Security Agreement

The obligations of the Maker hereunder are secured by: (i) a Security Agreement dated on  March 28, 2013 between the Maker and the Holder (the “Security Agreement”) and (ii) the Subsidiary Guarantee (as defined in the Purchase Agreement).  The Security Agreement and the Subsidiary Guarantee and any other subsidiary guaranty, if any, as contemplated pursuant to Section 9.1(d) of the Purchase Agreement are collectively referred to herein as the “Security Documents”.  The Security Documents, together with this Note, the Purchase Agreement, the Royalty Agreement and the Supply Agreement and all other documents or instruments in connection herewith or therewith or in furtherance hereof or thereof, are collectively referred to herein as the “Transaction Documents”.

Section 1.5Payment on Non-Business Days

If payment shall be due on a Saturday, Sunday or a public holiday, under the laws of the State of New York or Calgary, Alberta, the payment shall be due on the next succeeding Business Day and such next succeeding day shall be included in the calculation of the amount of accrued interest payable on such date.

Section 1.6Transfer

Subject to the provisions of Section 5.8, this Note may be transferred, sold, pledged, hypothecated or otherwise granted as security by the Holder.

Section 1.7Replacement

Upon receipt of a duly executed, notarized and unsecured written statement from the Holder with respect to the loss, theft or destruction of this Note (or any replacement hereof) and a standard indemnity, or, in the case of a mutilation of this Note, upon surrender and cancellation of such Note, the Maker shall issue a new Note, of like tenor and amount, in lieu of such lost, stolen, destroyed or mutilated Note.

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ARTICLE II - EVENTS OF DEFAULT; REMEDIES

Section 2.1Events of Default.

The occurrence of any of the following events shall be an “Event of Default” under this Note:

(a)the Maker defaults in any payment of (i) the principal amount when due, or (ii) interest on, or any other fees due in connection with this Note, as and when the same shall become due and payable (whether on the Maturity Date or by acceleration or otherwise); or

(b)the Maker fails to observe or perform any covenant or agreement contained in the Transaction Documents, which if possible to cure, is not cured within three (3) Business Days after the earliest of: (i) the date the Maker receives notice from the Holder of the occurrence thereof; (ii) the date the Maker knew of such default; or (iii) the date the Maker should have known of such default; or

(c)the Maker provides notice to the Holder, including by way of public announcement, at any time, of the Maker’s inability to comply (including without limitation for any of the reasons described in Section 3.7(a) hereof) or its intention not to comply with proper requests for conversion of this Note into Series I Preferred Shares (as defined in the Purchase Agreement); or

(d)the Maker fails to deliver the Series I Preferred on time, pursuant to the terms herein,  upon conversion of this Note; or

(e)the Maker fails to pay any fees or liquidated damages under  the Transaction Documents, and the failure is not remedied within five (5) Business Days after the occurrence thereof; or

(f)the Maker makes a representation or warranty made in the Transaction Documents, which proves to have been false or incorrect or breached on the date as of which it was made, and  results in a Material Adverse Effect; or

(g)the Maker defaults: (i) on any payment of any amount or amounts of the principal or interest on any Indebtedness (other than the Indebtedness hereunder), the aggregate principal amount of which Indebtedness is in excess of $25,000;or (ii) in the observance or performance of any other agreement or condition relating to any Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary or beneficiaries of such Indebtedness to cause with the giving of notice if required, such Indebtedness to become due prior to its stated maturity; or

(h)the Maker shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets; (ii) make a general assignment for the benefit of its creditors; (iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) (the "Bankruptcy Code") or under the comparable laws of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors’ rights generally; (v) acquiesce in writing to any petition filed against it in an involuntary case under the Bankruptcy Code or under comparable laws of any jurisdiction; (vi) issue a notice of bankruptcy or winding down of its operations or a press release regarding the same; or (vii) take any action under the laws of any jurisdiction  analogous to any of the foregoing; or

(i)the Maker is subject to a proceeding or case,  without its application or consent, in any court of competent jurisdiction, seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts; (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection with the liquidation or dissolution of the Maker; or (iii) similar relief, under any law providing for the relief of debtors, and such proceeding or case described in clause (i), (ii) or (iii), and shall continue undismissed, or unstayed and in effect, for a period of thirty (30) days or any order for relief shall be entered in an involuntary case under  the Bankruptcy Code or under the comparable laws of any jurisdiction against the Maker, or action under the laws of any jurisdiction analogous to any of the foregoing shall be taken with respect to the Maker and shall continue undismissed, or unstayed and in effect for a period of sixty (60) days; or

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(j)the Maker, upon obtaining a dual listing on a national securities exchange in the United States as contemplated pursuant to Section 9.1(c) of the Purchase Agreement, fails to instruct its transfer agent to remove any legends from shares of Common Shares eligible to be sold under Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”) and issues the un-legended certificates to the Holder, within three (3) Business Days of the Holder’s request, so long as the Holder has provided reasonable assurances to the Maker that such Common Shares can be sold pursuant to Rule 144; or

(k)the Maker commits any default or Event of Default under any of the Transaction Documents, or the occurrence of any event, which, with the passage of time or the giving of notice or both, would constitute a default or an Event of Default under any Transaction Document; or

(l)the Maker ceases to actively conduct operations relating to its current business as of the date hereof for a period of ten (10) or more consecutive Business Days in a manner consistent with past practices relating to such business; or

(m)any material portion of the property or assets of the Maker is seized by any government authority; or

(n)the Maker or any principal executive officer thereof is indicted for the commission of any criminal activity involving fraud or dishonesty; or

(o)the closing of a purchase, tender or exchange offer made to the holders of more than fifty percent (50%) of the outstanding Common Shares in which more than fifty percent (50%) of the outstanding Common Shares are tendered and accepted.

Section 2.2­Remedies Upon An Event of Default

 On and after the date that an Event of Default has occurred or is occurring, the Holder of this Note may at any time, at its option: (a) declare due and payable the following: (i) the entire unpaid principal balance of this Note and (ii) all interest accrued hereon, which shall be payable without presentment, demand, protest, or notice, all of which are hereby expressly unconditionally and irrevocably waived by the Maker; provided, that, no notice or declaration of acceleration by the Holder shall be required in case of an Event of Default as described in Section 2.1(j) or Section 2.1(k) above, the occurrence of which shall cause the outstanding principal balance and all accrued interest to become immediately due and payable; or (b) demand immediate prepayment of this Note at the Prepayment Price.

In addition, the Holder may exercise or otherwise enforce any of its rights, powers, privileges, remedies and interests under the Transaction Documents.  No course of delay on the part of the Holder shall operate as a waiver thereof or otherwise prejudice its rights. No remedy conferred hereby shall be exclusive of any other remedy referred to herein or now or hereafter available at law, in equity, by statute or otherwise.

Notwithstanding the foregoing, if an Event of Default occurs or is occurring, the Holder of this Note may at any time, at its option, demand that all or a portion of the Principal Amount, then outstanding and all accrued and unpaid interest thereon, be converted into Series I Preferred Shares at the Conversion Price (as defined in Section 3.2 hereof) per share based on the Conversion Price of the Business Day immediately preceding the date the Holder demands conversion.

ARTICLE III - CONVERSION; ANTI-DILUTION; PREPAYMENT

Section 3.1Conversion Option

At any time on or after the occurrence of an Event of Default, this Note shall be convertible (in whole or in part), at the option of the Holder (the “Conversion Option”).  The Note shall be converted into such number of fully paid and non-assessable Series I Preferred Shares as is determined by dividing (x), that portion of the outstanding principal balance plus any accrued but unpaid interest under this Note as of such date that the Holder elects to convert, by (y), the Conversion Price (the “Conversion Rate”), then in effect on the date (the “Conversion Date”) that the Holder faxes a notice of conversion (the “Conversion Notice”), duly executed, to the Maker (facsimile number (403) 252-2106, Attn.: Keith Bushfield (or current CEO, President or CFO)); however, the Conversion Price is subject to adjustment as described in Section 3.5 below.

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The Holder shall deliver this Note to the Maker, at the address designated in the Purchase Agreement, at such time that this Note is fully converted.  With respect to partial conversions of this Note, the Maker shall keep written records of the amount of this Note converted as of each Conversion Date, and the Maker shall issue and deliver a new certificate for the number of Series I Preferred Shares which have not been converted.

Section 3.2Conversion Price

The term “Conversion Price” shall mean: (a) at any time prior to the Public Offering, USD$4.00, subject to adjustment under Section 3.4 and Section 3.5 hereof; or (b) at any time after the Public Offering, the price that is the product of four (4) times the lesser of: (i) the closing price of the Common Shares listed on the Stock Exchange or, (ii) if applicable, the closing bid price of the Common Shares listed a national securities exchange in the United States on the date immediately prior to the applicable Conversion Date.

Section 3.3Mechanics of Conversion

(a)No later than three (3) Business Days after any Conversion Date, the Maker or its designated transfer agent, shall issue and deliver to the Holder, by express courier, a certificate or certificates representing the number of  Series I Preferred Shares being acquired (the “Certificates”), pursuant to the conversion of this Note (the “Delivery Date”).  If upon sending a Conversion Notice, the Certificates are not delivered to or as directed by the Holder by the Delivery Date, the Holder shall be entitled by written notice to the Maker, at any time on or before its receipt of the Certificates thereafter, to rescind such conversion.  If the conversion is rescinded, the Maker shall immediately return this Note tendered for conversion (if applicable), and the Maker and the Holder shall each be restored to their respective positions immediately prior to the delivery of the notice of revocation, except that any amounts described in Sections 3.3(b) and 3.3(c) shall be payable through the date notice of rescission is given to the Maker.

(b)The Maker understands that a delay in the delivery of the Certificates upon conversion of this Note beyond the Delivery Date could result in economic loss to the Holder.  If Maker fails to deliver to the Holder the Certificates by the Delivery Date, the Maker shall pay to the Holder, in cash, an amount per Business Day for each Business Day until  the Certificates are delivered, together with interest on such amount at a rate of 10% per annum, accruing until such amount and any accrued interest thereon is paid in full, equal to the greater of: (A) (i) 1% of the aggregate principal amount of the Note requested to be converted for the first five (5) Business Days after the Delivery Date and (ii) 2% of the aggregate principal amount of the Note requested to be converted for each Business Day thereafter; and (B) $1,000 per day (which shall be paid as liquidated damages and not as a penalty).  Nothing herein shall limit the Holder’s right to pursue actual damages for the Maker’s failure to deliver Certificates within the period specified herein, and the Holder shall have the right to pursue all remedies available to it at law or in equity (including, without limitation, a decree of specific performance and/or injunctive relief).  Notwithstanding anything to the contrary contained herein, the Holder shall be entitled to withdraw a Conversion Notice, and upon such withdrawal the Maker shall only be obligated to pay the liquidated damages accrued in accordance with this section through the date the Conversion Notice is withdrawn.

(c)In addition to any other rights available to the Holder, if at any time after the Public Offering the Maker fails to cause its transfer agent to transmit to the Holder the  Certificates issuable upon conversion of this Note, on or before the Delivery Date, and if due to the Maker's failure the Holder is required by its broker to purchase (in an open market transaction or otherwise) Common Shares to deliver in satisfaction of a sale,  which the Holder anticipated receiving upon such conversion,the Maker shall (i) pay in cash to the Holder amount (x), the Holder’s total purchase price (including brokerage commissions, if any) for the Common Shares  purchased, exceeds (y), the amount obtained by multiplying (A) the number of shares of Common Shares issuable upon conversion of the Series I Preferred Shares issuable upon the conversion of this Note that Maker was required to deliver to the Holder and (B) the price at which the sell order giving rise to such purchase obligation was executed, and (ii) at the option of the Holder, either reinstate the portion of the Note and equivalent number of  Series I Preferred Shares for which conversion was not honored or deliver to the Holder the number of Series I Preferred Shares that would have been issued had the Maker timely complied with its conversion and delivery obligations hereunder (a “Buy-In”).  For example, if the Holder purchases Common Shares for $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Common Shares issuable upon the conversion of the Series I Preferred Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (ii) the Maker shall be required to pay the Holder $1,000. The Holder shall provide the Maker written notice indicating the amounts payable to the Holder with respect to the Buy-In, together with applicable confirmations and evidence reasonably requested by the Maker.  Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and injunctive relief with respect to the Maker’s failure to deliver the Certificates on time,  upon conversion of this Note as required pursuant to the terms hereof.

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Section 3.4Anti-Dilution Protection.

Until the Note has been converted or paid in full, if  prior to the Public Offering, the Maker issues any Common Shares Equivalents at a price less than  $1.00 per share (other than an issuance pursuant to an option agreement with an employee or otherwise to compensate an employee pursuant to an option plan an amount not to exceed to 30% of the Maker’s outstanding capital stock ), or subsequent to a Public Offering at the price per share in such Public Offering (each, a “Dilutive Issuance”), then concurrently with such Dilutive Issuance, the Conversion Price shall be reduced to the product of four (4) times the price per share of such Dilutive Issuance. For the purposes of this Agreement, “Common Shares Equivalents” shall mean, any securities of the Maker which would entitle the holder thereof to acquire at any time common shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, common shares.

Section 3.5Adjustment of Conversion Price.

(a)Until this Note has been converted or paid in full, the Conversion Price shall be subject to adjustment from time to time as follows (but shall not be increased, other than pursuant to Section 3.5(a)(i) hereof):

(a)Adjustments for Stock Splits and Combinations.  If the Maker shall at any time after the Issuance Date, effect a stock split of the outstanding Common Shares, the applicable Conversion Price in effect immediately prior to the stock split shall be proportionately decreased.  If the Maker shall at any time after the Issuance Date, combine the outstanding Common Shares, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased.  Any adjustments under this Section 3.5(a)(i) shall be effective at the close of business on the date the stock split or combination occurs.

(b)Adjustments for Certain Dividends and Distributions.  If the Maker shall at any time after the Issuance Date, make, issue or set a record date for the determination of holders of Common Shares entitled to receive a dividend or other distribution payable in Common Shares, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying the applicable Conversion Price then in effect by a fraction:

(1)   the numerator of which shall be the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on the record date; and

(2)   the denominator of which shall be the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of  Common Shares issuable in payment of such dividend or distribution.

(c)Adjustment for Other Dividends and Distributions.  If the Maker shall at any time after the Issuance Date, make, issue or set a record date for the determination of holders of Common Shares entitled to receive a dividend or other distribution payable in other than Common Shares, then, and in each event, an appropriate revision to the applicable Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the holders of this Note shall receive upon conversions thereof, in addition to the number of shares of Common Shares receivable thereon, the number of securities of the Maker, which they would have received had this Note been converted into Series I Preferred Stock and the subsequent conversion of such shares into Common Shares on the date of such event and had thereafter, during the period from the date of such event to and including the Conversion Date, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this section with respect to the rights of the Holder; provided, however, that if such record date shall be fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

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(d)Adjustments for Reclassification, Exchange or Substitution.  If the Common Shares issuable upon conversion of the Series I Preferred Shares issuable upon the conversion of this Note at any time after the Issuance Date change to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution or otherwise (other than by way of a stock split or combination of shares or stock dividends provided for in Sections 3.5(a)(i), 3.5(a)(ii) and 3.5(a)(iii), or a reorganization, merger, consolidation, or sale of assets provided for in Section 3.5(a)(v)), then, and in each event, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution or other change, by holders of the number  Common Shares issuable upon the conversion of the Series I Preferred Shares into which this Note may have been converted immediately prior to such reclassification, exchange, substitution or other change, all subject to further adjustment as provided herein.

(e)Adjustments for Reorganization, Merger, Consolidation or Sales of Assets.  If at any time after the Issuance Date there is a capital reorganization of the Maker (other than by way of a stock split or combination of shares or stock dividends or distributions provided for in Section 3.5(a)(i), 3.5(a)(ii) and 3.5(a)(iii), or a reclassification, exchange or substitution of shares provided for in Section 3.5(a)(iv)), or a merger or consolidation of the Maker with or into another Person where the holders of outstanding voting securities prior to such merger or consolidation do not own over fifty percent (50%) of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Maker’s properties or assets to any other Person (an “Organic Change”), then as a part of the Organic Change, (A) if the surviving entity in the Organic Change is a public company that is registered pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its Common Shares are listed or quoted on a national exchange or the OTC Bulletin Board, an appropriate revision to the Conversion Price shall be made and provisions shall be made (by adjustments of the Conversion Price or otherwise) so that the Holder shall have the right thereafter to convert this Note into the kind and amount of shares of stock and other securities or property of the Maker or any successor corporation resulting from Organic Change, and (B) if the surviving entity in any such Organic Change is not a public company registered pursuant to the Exchange Act, or its Common Shares are not listed or quoted on the Stock Exchange, a national exchange or the OTC Bulletin Board, the Holder shall have the right to demand prepayment pursuant to Section 3.6(b) hereof.  In any such case, appropriate adjustments shall be made in the application of this section with respect to the rights of the Holder after the Organic Change to the end that the provisions of this section  (including any adjustment in the applicable Conversion Price then in effect and the number of shares of stock or other securities deliverable upon conversion of this Note) shall be applied after that event in as equivalent a manner as may be practicable.

(b)Record Date.  In case the Maker shall take record of the holders of its Common Shares for the purpose of entitling them to subscribe for or purchase Common Shares or Common Shares Equivalents, then the date of the issue or sale of the Common Shares shall be deemed to be the record date.

(c)No Impairment.  The Maker shall not, by amendment of its Articles of Incorporation, Bylaws, Operating Agreement or other constitutional documents, or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder, and will at all times in good faith, assist in carrying out all provisions under this section and take all actions as may be necessary or appropriate in order to protect the Conversion Rights of the Holder against impairment.  In the event a Holder elects to convert any portion of the Note as provided herein, the Maker cannot refuse conversion based on any claim that the Holder, or anyone associated or affiliated with the Holder, has been engaged in any violation of law, violation of an agreement  the Holder is a party to, or for any reason whatsoever, unless, an injunction from a court, or notice, restraining or adjoining the conversion of all or of the Note has been issued and the Maker posts a surety bond for the benefit of the Holder in an amount equal to one hundred thirty percent (130%) of the amount of the Note that the Holder has elected to convert. The bond shall remain in effect until the completion of the arbitration or litigation of the dispute, and the proceeds shall be payable to the Holder (as liquidated damages), in the event the Holder obtains judgment.

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(d)Certificates as to Adjustments.  Upon the occurrence of an adjustment or readjustment of the Conversion Price or the number of Common Shares issuable upon conversion of the Series I Preferred Shares issuable upon the conversion of this Note, the Maker, at its own expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder an adjusted certificate, showing in detail the facts upon which the adjustment or readjustment is based.  The Maker shall, upon the written request of the Holder, at any time, furnish or cause to be furnished to the Holder a certificate setting forth: i) adjustments and readjustments; ii) the applicable Conversion Price in effect at the time; and iii) the number of Common Shares and the amount, if any, of any other securities or property, which would be received upon the conversion of the Series I Preferred Shares issuable upon the conversion of this Note.  Notwithstanding the foregoing, the Maker shall not be obligated to deliver a new certificate unless the certificate's adjusted amount reflects an increase or decrease of at least one percent (1%).

(e)Issue Taxes.  The Maker shall pay any and all issue taxes and other taxes, excluding Canadian, federal, state or local income taxes, that may be payable in respect of any issue or delivery of Common Shares on conversion of this Note pursuant thereto; provided, however, that the Maker shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holder in connection with any such conversion.

(f)Fractional Shares.  No fractional  Series I Preferred Shares shall be issued upon conversion of this Note.  All fractional shares shall be rounded up or down to the nearest whole share.

(g)Reservation of Common Shares.  The Maker shall at all times, while this Note is outstanding, reserve and keep available from its authorized but unissued Common Shares, such number of Common Shares as is sufficient to effect the conversion of the Series I Preferred Shares issuable upon the conversion of this Note and all interest accrued thereon; provided that the number of Common Shares reserved shall at no time be less than one hundred twenty percent (120%) of the number of Common Shares for which the Series I Preferred Shares issuable upon the conversion of this Note and all interest accrued thereon are at any time convertible.  The Maker shall, from time to time in accordance with the laws of Calgary, Alberta, increase the authorized number of Common Shares, if at any time the unissued number of authorized shares is not sufficient to satisfy the Maker’s obligations under this section.

(h)Regulatory Compliance.  If any Common Shares reserved for the purpose of conversion the Series I Preferred Shares issuable upon the conversion of this Note or interest accrued thereon require registration or listing with or approval of any governmental authority, stock exchange or other regulatory body under any federal or state law or regulation or otherwise before such shares may be validly issued or delivered, the Maker shall, at its sole cost and expense, in good faith and as expeditiously as possible, endeavor to secure such registration, listing or approval, as the case may be.

Section 3.6Prepayment.

(a)Prepayment Upon an Event of Default.  Notwithstanding anything to the contrary contained herein, upon the occurrence of an Event of Default described in Sections 2.1(a)-(o) hereof, the Holder shall have the right, at the Holder’s option, to require the Maker to prepay in cash all or a portion of this Note at the Prepayment Price.  Nothing in this section shall limit the Holder’s rights under Section 2.2 hereof

(b)Prepayment Option Upon Major Transaction.  In addition to all other rights of the Holder contained herein, upon the occurrence of a Major Transaction (as defined below), the Holder shall have the right, at the Holder’s option, to require the Maker to prepay all or a portion of this Note in cash at a price equal to the sum of (i) one hundred percent (100%) of the aggregate principal amount of this Note, plus all accrued and unpaid interest and (ii) all other amounts, costs, expenses and liquidated damages due in respect of this Note and the other Transaction Documents (the “Major Transaction Prepayment Price”).

(c)“Major Transaction” A Major Transaction shall be deemed to have occurred upon the occurrence of any of the following events:

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(a)the consolidation, merger or other business combination of the Maker with or into another Person (other than (A) pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Maker or (B) a consolidation, merger or other business combination in which the Maker is the surviving entity and the holders of the  Maker’s voting power immediately prior to the transaction continue to hold, directly or indirectly, the voting power of the surviving entity or entities necessary to elect a majority of the members of the board of directors (or their equivalent if other than a corporation) after the transaction;

(b)the sale or transfer of more than fifty percent (50%) of the Maker’s assets (based on the fair market value, as determined in good faith by the Maker’s board of directors), other than inventory, in the ordinary course of business or otherwise and in one or a related series of transactions; or

(c)the closing of a purchase, tender or exchange offer made to the holders of more than fifty percent (50%) of the outstanding Common Shares in which more than fifty percent (50%) of the outstanding Common Shares were tendered and accepted.

(d)Mechanics of Prepayment at the Option of the Holder Upon a Major Transaction.  No sooner than fifteen (15) days nor later than ten (10) days prior to the consummation of a Major Transaction, but not prior to the public announcement of such Major Transaction, the Maker shall deliver written notice thereof via facsimile and overnight courier (the “Notice of Major Transaction”) to the Holder of this Note.  At any time after receipt of the Notice of Major Transaction (or, in the event a Notice of Major Transaction is not delivered at least ten (10) days prior to a Major Transaction, at any time within ten (10) days prior to a Major Transaction), the Holder may require the Maker to prepay, effective immediately prior to the consummation of the Major Transaction, this Note by delivering written notice thereof via facsimile and overnight courier (the “Notice of Prepayment at Option of Holder Upon Major Transaction”) to the Maker. The Notice of Prepayment at Option of Holder Upon Major Transaction shall indicate (i) the principal amount of the Note that the Holder is electing to have prepaid and (ii) the Major Transaction Prepayment Price, as calculated pursuant to Section 3.6(b) above.

(e)Payment of Prepayment Price.  Upon the Maker’s receipt of a Notice of Prepayment at Option of Holder upon Major Transaction from the Holder, the Maker shall deliver the Major Transaction Prepayment Price immediately prior to the consummation of the Major Transaction; provided, that, the Holder’s original Note has been delivered to the Maker.  If the Maker fails to prepay the Note (other than pursuant to a dispute as to the arithmetic calculation of the Prepayment Price), in addition to any remedy the Holder may have under the Transaction Documents, the Prepayment Price payable in respect of the Note shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full.  Until the Maker pays the unpaid Prepayment Price in full to the Holder, the Holder shall have the option (the “Void Optional Prepayment Option”) to, in lieu of prepayment, require the Maker to promptly return the Note to the Holder,  by sending written notice  to the Maker via facsimile (the “Void Optional Prepayment Notice”).  Upon the Maker’s receipt of the Void Optional Prepayment Notice and prior to payment of the full  Prepayment Price to the Holder: (i) the Notice of Prepayment at Option of Holder Upon Triggering Event or the Notice of Prepayment at Option of Holder Upon Major Transaction, as the case may be, shall be null and void with respect to the Note submitted for prepayment and for which the Prepayment Price has not been paid; (ii) the Maker shall immediately return any Note submitted to the Maker by the Holder for prepayment under this section which has not been paid; and (iii) the Conversion Price of the returned Note shall be adjusted to the Conversion Price that was in effect on the date the Void Optional Prepayment Notice was delivered to the Maker; provided that no adjustment shall be made if the adjustment results in an increase of the Conversion Price then in effect.  The Holder’s delivery of a Void Optional Prepayment Notice and exercise of its rights following such notice shall not affect the Maker’s obligations to make any payments which have accrued prior to the date of such notice.  Payments provided for in this section shall have priority over payments owed to other stockholders in connection with a Major Transaction.

(f)The Maker acknowledges that, notwithstanding the provisions of this section, the occurrence of a Major Transaction without the Holder’s consent may constitute an Event of Default and nothing in this section shall limit the Holder’s remedies in respect thereof.

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Section 3.7Inability to Fully Convert.

(a)Holder’s Option if the Maker Cannot Fully Convert. In addition to the Holder’s other remedies hereunder, if, upon the Maker’s receipt of a Conversion Notice, the Maker cannot issue Series I Preferred Shares or Common Shares issuable upon the conversion of the Series I Preferred Shares for any reason except as contemplated  in Section 3.9, including, without limitation, because the Maker (i) does not have a sufficient number of Series I Preferred Shares or Common Shares issuable upon the conversion of the Series I Preferred Shares  authorized and available, or (ii) is otherwise prohibited by applicable law, rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Maker or its securities, then the Maker shall issue as many Series I Preferred Shares or Common Shares issuable upon the conversion of the Series I Preferred Shares as it is able to and, with respect to the unconverted portion of this Note, the Holder, solely at Holder’s option, can elect to:

(a)if the Maker’s inability to honor any conversion fully is due to Section 3.7(a)(i),  the Holder may require the Maker to prepay that portion of this Note.  For the portion that the Maker is unable to issue Series I Preferred Shares or Common Shares issuable upon the conversion of the Series I Preferred Shares in accordance with the Holder’s Conversion Notice, the Maker shall pay the Holder the value of the Series I Preferred Shares (the “Mandatory Prepayment”) at a price per share equal to the Major Transaction Prepayment Price as at the  Conversion Date (the “Mandatory Prepayment Price”);

(b)if the Maker’s inability to fully convert is pursuant to Section 3.7(a)(ii), the Maker is required to issue restricted  Series I Preferred Shares in accordance with the Holder's  Conversion Notice;

(c)void its Conversion Notice and retain or have returned, as the case may be, this Note, which was to be converted pursuant to the Conversion Notice (however, the Holder’s voiding of its Conversion Notice shall not affect the Maker’s obligations to make any payments that have accrued prior to the date of such notice); or

(d)exercise its Buy-In rights pursuant to and in accordance with the terms and provisions of Section 3.3(c) of this Note.

(b)Mechanics of Fulfilling Holder’s Election.  Upon receipt of the Conversion Notice, the Maker shall immediately notify the Holder, via facsimile, notice of the Maker’s inability to fully satisfy the Conversion Notice (the “Inability to Fully Convert Notice”).  The Inability to Fully Convert Notice shall indicate the following: (i) the reason why the Maker is unable to fully satisfy the Holder’s Conversion Notice; (ii) the amount of the Note for which conversion has been requested; and (iii) the Mandatory Prepayment Price. The Holder shall notify the Maker of its election pursuant to Section 3.7(a) by delivering written notice via facsimile to the Maker (“Notice in Response to Inability to Convert”).

(c)Payment of Prepayment Price.  If the Holder  elects to have its Note prepaid pursuant to Section 3.7(a)(i), the Maker shall pay the Holder the Mandatory Prepayment Price within thirty (30) days of receipt of the Holder’s Notice in Response to Inability to Convert; provided, that, prior to the Maker’s receipt of the Holder’s Notice in Response to Inability to Convert the Maker has not delivered a notice to the Holder stating, to the satisfaction of the Holder, that the event or condition resulting in the Mandatory Prepayment has been cured and that all Conversion Shares issuable to the Holder can and will be delivered to the Holder in accordance with the terms of this Note.  If the Maker fails to pay the Mandatory Prepayment Price to the Holder on a date that is five (5) Business Days following the Maker’s receipt of the Holder’s Notice in Response to Inability to Convert (other than pursuant to a dispute as to the determination of the arithmetic calculation of the Prepayment Price), in addition to any remedy the Holder may have under this Note and the Purchase Agreement, such unpaid amount shall bear interest at the rate of two percent (2%) per month (prorated for partial months) until paid in full (or, if less, the highest rate permitted by law).  Until the full Mandatory Prepayment Price is paid in full to the Holder, the Holder may: (i) void the Mandatory Prepayment with respect to that portion of the Note for which the full Mandatory Prepayment Price has not been paid; (ii) receive back such Note; and (iii) require that the Conversion Price of the returned Note be adjusted to the Conversion Price, as in effect on the date the Holder voided the Mandatory Prepayment.

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Section 3.8No Rights as Shareholder.

Nothing contained in this Note shall be construed as conferring upon the Holder, prior to the conversion of this Note, the right to vote, receive dividends or to consent or receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Maker or of any other matter, or any other rights as a shareholder of the Maker.

ARTICLE IV -COVENANTS

For so long as this Note is outstanding, without the prior written consent of the holders of at least a majority of the aggregate principal amount of this Note:

Section 4.1No Liens.

Other than Permitted Liens, the Maker shall not enter into, create, incur, assume or suffer to exist any liens, security interests, charges, claims or other encumbrances of any kind (collectively, “Liens”) on or with respect to any of its assets now owned or hereafter acquired or any interest therein or any income or profits therefrom.

Section 4.2No Indebtedness.

Other than Permitted Indebtedness, Indebtedness of the Maker existing on the date hereof and disclosed in the Purchase Agreement (and any refinancing of such Indebtedness on or prior to the maturity thereof in like amount) and Permitted Purchase Money Indebtedness, the Maker shall not enter into, create, incur, guarantee, assume or suffer to exist any Indebtedness.

Section 4.3Compliance with Transaction Documents.

The Maker shall comply with its obligations under the Transaction Documents.

Section 4.4Transactions with Affiliates.

Without the prior written consent of the Holder, the Maker shall not engage in any transactions with any officer, director, employee or any Affiliate of the Maker, 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 Maker, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $25,000, other than for: (i) payment of reasonable salary for services actually rendered, as approved by the board of directors of the Maker as fair in all respects to the Maker; (ii) reimbursement for expenses incurred on behalf of the Maker; or (iii) transactions which are on substantially equivalent terms as are provided to third parties in arm’s length transactions in which such officer, director, employee or Affiliate has agreed to participate.

Section 4.5No Dividends.

For as long as this Note is outstanding, the Maker or any subsidiary thereof shall not (i) declare or pay any dividends or make any distributions to any holder(s) of Common Shares or other equity security of the Maker or (ii) purchase or otherwise acquire for value, directly or indirectly, any shares or other equity security of the Maker or any subsidiary thereof.  For the absence of doubt, the foregoing restriction shall be inapplicable to any conversion features or cashless exercise provisions of any notes, stock or other instrument or agreement and any consideration issued in connection with amendment, waiver or cancellation of any warrants, subscription terms or rights in existence as of the date hereof.

Section 4.6No Merger or Sale of Assets.

For so long as this Note is outstanding, the Maker or any subsidiary thereof shall not: (i) merge or consolidate or sell or dispose of all its assets or any substantial portion thereof; (ii) change its name or state or organization; (iii) commence any liquidation or dissolution; or (iv) in any way or manner alter its organizational structure or effect a change of entity.

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Section 4.7Payment of Taxes, Etc.

The Maker shall promptly pay and discharge, or cause to be paid and discharged, when due and payable, all lawful taxes, assessments and governmental charges or levies imposed upon the income, profits, property or business of the Maker, except for such failures to pay that, individually or in the aggregate, have not had and would not reasonably be expected to cause a Material Adverse Effect; provided, however, that any such tax, assessment, charge or levy need not be paid if the validity thereof shall currently be contested in good faith by appropriate proceedings and if the Maker shall have set aside on its books adequate reserves with respect thereto, and provided, further, that the Maker will pay all such taxes, assessments, charges or levies forthwith upon the commencement of proceedings to foreclose any lien which may have attached as security therefor.

Section 4.8Corporate Existence.

The Maker shall maintain in full force and effect its corporate or limited liability existence, as the case may be, its rights and franchises and all licenses and other rights to use property owned or possessed by it and reasonably deemed to be necessary to the conduct of its business; provided, that, the Maker shall not be obligated to maintain any permit or license if the failure to so could not reasonably be expected to result in a Material Adverse Effect.

Section 4.9Investment Company Act.

The Maker shall conduct its businesses in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

Section 4.10Indebtedness to Affiliates.

For as long as this Note is outstanding, the Maker shall not make any payment on any indebtedness owed to officers, directors or Affiliates.

Section 4.11Registration and Listing

The Company will comply with Section 9.1(c) of the Purchase Agreement.

Section 4.12Reporting Requirements

The Maker shall furnish the following to the Holder so long as the Holder beneficially owns the Note:

(a)       unaudited quarterly reports as soon as practical after the document is or would have been required to be filed with the Securities and Exchange Commission (the “SEC”) containing the information required to be filed with the SEC  on Form 10-Q;

(b)       audited annual reports as soon as practical after the document is or would have been required to be filed with the SEC containing the information required to be filed with the SEC on Form 10-K;

(c)       current reports as soon as practical after the document is or would have been required to be filed with the SEC  containing the information required to be filed with the SEC on Form 8-K; and

(d)       copies of all notices, information and proxy statements in connection with any meetings that are, in each case, provided to holders of shares of Common Shares, contemporaneously with the delivery of such notices or information to such holders of Common Shares.

Section 4.13Other Agreements

The Maker shall not, without the Holder's approval, enter into any agreement in which the terms of such agreement would restrict or impair the right or ability of the Maker to perform its obligations under any Transaction Document.

Section 4.14Reporting Status

At any time after the Maker complies with Section 9.1(c) of the Purchase Agreement, and for as long as the Holder beneficially owns this Note, the Maker shall timely file the following: i) all reports required under Canadian Law; ii) all reports required by the Stock Exchange; and iii) all quarterly and annual reports on Form 10-Q and 10-K required by the SEC pursuant to the Exchange Act pursuant to Section 12(b) or 12(g).

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Section 4.15Disclosure of Material Information

At any time after the Public Offering and for so long as the Holder beneficially owns this Note, the Maker covenants and agrees that neither it nor any other person acting on its behalf has or will provide the Holder, its agents or counsel with any information that the Maker believes constitutes material non-public information, unless prior thereto, the Holder executes a written agreement regarding the confidentiality and use of such information.  The Maker understands and confirms that the Holder shall be relying on the foregoing representations in effecting transactions in securities of the Maker.

Section 4.16Amendments

The Maker shall not amend or waive any provision of its organizational and corporate documents in any way that would adversely affect exercise or other rights of the Holder or create a class of preferred shares that is senior to or on parity with the holders of the Series I Preferred Shares. The Maker shall not issue any Series I preferred shares to any third party other than the Holder.

Section 4.17Compliance with the Law

The Maker shall, and shall cause each of its subsidiaries to, comply with all applicable Alberta and New York laws, rules and regulations of all federal, state and local governmental and administrative authorities (including without limitation environmental laws, rules and regulations), duly observe and conform in all material respects to all valid requirements of all governmental authorities relating to the conduct of its business or to its properties or assets, and obtain and maintain in full force and effect all licenses and permits required by all applicable governmental authorities to conduct its business and own its properties and assets.  If the Maker fails to pay all or any portion of any fee required to maintain in full force and effect all licenses and permits required by all applicable governmental authorities to conduct its business and own its properties and assets, the Holder may elect to pay all or any portion of such fees, which shall be reimbursed within ten (10) days by the Maker and shall be (i) deemed Indebtedness to the Holder owed under this Note and (ii) secured by the Security Agreement.

Section 4.18Maintenance of Assets

The Maker shall keep its properties in good repair, working order and condition, reasonable wear and tear excepted, expect as would not reasonably be expected to cause a Material Adverse Effect, and from time to time make all necessary and proper repairs, renewals, replacements, additions and improvements thereto.

Section 4.19Opinions

For so long as either the Holder owns this Note or any Series I Preferred Shares, at any time after the Public Offering the Maker is subject to Rule 144 and the rules and regulations promulgated under the Securities Act, the Maker will provide, at the Maker’s expense, such legal opinions in the future as are reasonably necessary for the issuance and resale of the Series I Preferred Shares issuable upon conversion of this Note pursuant to an effective registration statement, Rule 144 or an exemption from registration under the Securities Act. In the event that Series I Preferred Shares are sold in a manner that complies with an exemption from registration under the Securities Act, the Maker will promptly instruct its counsel (at the Maker’s expense) to issue to the Maker’s transfer agent an opinion permitting removal of the legend (indefinitely, if more than one year has elapsed from the date hereof) or to permit sale of the shares if pursuant to the other provisions of Rule 144.

ARTICLE V - MISCELLANEOUS

Section 5.1Notices.

Any notice, demand, request, waiver or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery, electronic mail, telecopy or facsimile at the address or number designated in the Purchase Agreement (if delivered on a Business Day during normal business hours where such notice is to be received), or the first Business Day following such delivery (if delivered other than on a Business Day during normal business hours where such notice is to be received) or (b) on the second Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The Maker will give written notice to the Holder at least ten (10) days prior to the date on which the Maker takes a record (x) with respect to any dividend or distribution upon the Common Shares, (y) with respect to any pro rata subscription offer to holders of Common Shares or (z) for determining rights to vote with respect to any Organic Change, dissolution, liquidation or winding-up and in no event shall such notice be provided to such holder prior to such information being made known to the public.  The Maker will also give written notice to the Holder at least ten (10) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to the Holder prior to such information being made known to the public. The Maker shall promptly notify the Holder of this Note of any notices sent or received.

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Section 5.2Governing Law.

This Note shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction.  This Note shall not be interpreted or construed with any presumption against the party causing this Note to be drafted.

Section 5.3  Interest Rates

All payment obligations arising under this Note are subject to the express condition that at no time shall the Maker be obligated or required to pay interest at a rate which could subject the Holder to either civil or criminal liability as a result of being in excess of the maximum rate which the Maker is permitted by law to contract or agree to pay. If by the terms of this Note, the Maker is at any time required or obligated to pay interest at a rate in excess of such maximum rate, the applicable rate of interest shall be deemed to be immediately reduced to such maximum rate, and interest thus payable shall be computed at such maximum rate, and the portion of all prior interest payments in excess of such maximum rate shall be applied and shall be deemed to have been payments in reduction of principal.

Section 5.3Headings.

Article and section headings in this Note are included herein for purposes of convenience of reference only and shall not constitute a part of this Note for any other purpose.

Section 5.4Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief.

The remedies provided in this Note shall be cumulative and in addition to all other remedies available under this Note, at law or in equity (including, without limitation, a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder’s right to pursue actual damages for any failure by the Maker to comply with the terms of this Note.  Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Maker (or the performance thereof).  The Maker acknowledges that a breach by it of its obligations hereunder will cause irreparable and material harm to the Holder and that the remedy at law for any such breach may be inadequate. Therefore the Maker agrees that, in the event of any such breach or threatened breach, the Holder shall be entitled, in addition to all other available rights and remedies, at law or in equity, to seek and obtain such equitable relief, including but not limited to an injunction restraining any such breach or threatened breach, without the necessity of showing economic loss and without any bond or other security being required.

Section 5.5Enforcement Expenses

The Maker agrees (a) to pay all reasonable costs and expenses of the Holder in the collection and enforcement of this Note, including, without limitation, reasonable attorneys’ fees and expenses, and (b) that such costs shall be deemed Indebtedness hereunder.

Section 5.6Binding Effect.

The obligations of the Maker and the Holder set forth herein shall be binding upon the successors and assigns of each such party, whether or not such successors or assigns are permitted by the terms hereof.

Section 5.7Amendments.

This Note may not be modified or amended in any manner except in writing executed by the  Maker and the Holder.

Section 5.8Compliance with Securities Laws.

The Holder of this Note acknowledges that this Note is being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder shall not offer, sell or otherwise dispose of this Note except in compliance with applicable securities laws.  This Note and any Note issued in substitution or replacement therefor shall be stamped or imprinted with a legend in substantially the following form:

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“THIS NOTE AND THE SERIES I PREFERRED SHARES ISSUABLE UPON CONVERSION HEREOF AND THE CLASS A COMMON SHARES ISSUABLE UPON THE CONVERSION OF THE SERIES I PREFERRED SHARES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER THAT THE SECURITIES MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF, UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS. DELIVERY OF THE SECURITIES MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.  IF THESE SECURITIES ARE BEING SOLD AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW NOTE CERTIFICATE REPRESENTING THE SECURITIES, BEARING NO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BE OBTAINED FROM THE COMPANY'S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THE COMPANY'S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT.”

Section 5.9Consent to Jurisdiction.

The Maker and the Holder (a) hereby irrevocably submit to the exclusive jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding arising out of or relating to this Note and (b) hereby waive, and agree not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper.  The Maker and the Holder consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing in this section shall affect or limit any right to serve process in any other manner permitted by law.

Section 5.10Parties in Interest.

This Note shall be binding upon, inure to the benefit of and be enforceable by the Maker, the Holder and their respective successors and permitted assigns.

Section 5.11Failure or Indulgence Not Waiver.

No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

Section 5.12Waivers; Dispute Resolution.

Except as otherwise specifically provided herein, the Maker and all others that may become liable for all or any part of the obligations evidenced by this Note, hereby waive presentment, demand, notice of nonpayment, protest and all other demands’ and notices in connection with the delivery, acceptance, performance and enforcement of this Note, and do hereby consent to any number of renewals of extensions of time or payment hereof and agree that any such renewals or extensions may be made without notice to any such persons and without affecting their liability herein and do further consent to the release of any person liable hereon, all without affecting the liability of the other persons, firms or the Maker liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY JURY.

(a)No delay or omission on the part of the Holder in exercising its rights under this Note, or course of conduct relating hereto, shall operate as a waiver of such rights or any other right of the Holder, nor shall any waiver by the Holder of any such right or rights on any one occasion be deemed a waiver of the same right or rights on any future occasion.

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(b)THE MAKER ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE HOLDER OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

Section 5.13Definitions.

Terms used herein and not defined shall have the meanings set forth in the Purchase Agreement.  For the purposes hereof, the following terms shall have the following meanings:

“Common Shares” shall mean the Class “A” common shares of the Maker.

 “Indebtedness” means: (a) all obligations for borrowed money; (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, current swap agreements, interest rate hedging agreements, interest rate swaps, or other financial products; (c) all capital lease obligations that exceed $25,000 in the aggregate in any fiscal year (d) all obligations or liabilities secured by a lien or encumbrance on any asset of the Maker, irrespective of whether such obligation or liability is assumed; (e) all obligations for the deferred purchase price of assets, together with trade debt and other accounts payable that exceed $25,000 in the aggregate in any fiscal year; (f) all synthetic leases; and (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse) any of the foregoing obligations of any other person; provided, however, Indebtedness shall not include usual and customary trade debt incurred in the ordinary course of business and endorsements for collection or deposit in the ordinary course of business.

“Material Adverse Effect” means any material adverse effect on or to any of (a) the business, assets, operations, prospects or condition (financial or otherwise) of the Maker, (b) the ability of the Maker to perform any of its obligations hereunder or under the Transaction Documents, or (c) the rights and benefits available to the Holder hereunder and the Transaction Documents.

“Preferred Shares" or "Series I Preferred Shares" means the series I preferred shares of the Maker, which may from time to time convert into four Common Shares for each Preferred Share surrendered.

“Permitted Indebtedness” means

(a)Unsecured Indebtedness which may, from time to time be incurred or guaranteed by the Maker which in the aggregate principal amount does not exceed $10,000;

(b)Indebtedness relating to capital leases in an aggregate amount not to exceed $10,000 (secured only by the equipment subject to such leases);

(c)accounts or notes payable arising out of the purchase of merchandise, supplies, equipment, software, computer programs or services in the ordinary course of business;

(d)Permitted Subordinated Indebtedness (as defined below); or

(e)Indebtedness outstanding on the date hereof and disclosed in the Purchase Agreement.

“Permitted Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Maker contesting the same) have been established in accordance with Canadian GAAP; (b) Liens imposed by law which were incurred in the ordinary course of the Maker’s business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other similar Liens arising in the ordinary course of the Maker’s business, and which (x) do not individually or in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Maker and its consolidated subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Lien; (c) any Permitted Subordinated Indebtedness disclosed in the purchase Agreement; and (d) any Liens outstanding on the date hereof disclosed in the Purchase Agreement.

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 “Permitted Subordinated Indebtedness” means Indebtedness that: (a) is expressly subordinate in right of payment and security to this Note and the security therefor; (b) shall not mature prior to the maturity of this Note; (c) shall not permit any payment of principal thereof or interest thereon prior to the payment in full of this Note; (d) shall not be secured by any asset, agreement or other collateral, other than, in each case and on a subordinated basis, the collateral securing this Note; and (e) is subject to a subordination and intercreditor agreement among the Maker, the Holder and the holder of such Permitted Subordinated Indebtedness in form and substance satisfactory to the Maker in its sole and absolute discretion.

“Person” means any individual, sole proprietorship, joint venture, partnership, corporation, limited liability company, association, joint-stock company, unincorporated organization, cooperative, trust, estate, governmental entity or any other entity of any kind or nature whatsoever.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed by its duly authorized officer as of the date first above indicated.

NEUTRISCI INTERNATIONAL INC.

By:  /s/ Keith Bushfield

        Name: Keith Bushfield

    Title: President & CEO

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FORM OF

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby elects to convert $ ________________ of the principal amount [and accrued interest thereon] of the above Note into shares of Common Shares of NeutriSci International Inc. according to the conditions hereof, as of the date written below.

Date of Conversion _________________________________________________________

Applicable Conversion Price __________________________________________________

Number of shares of Common Shares beneficially owned or deemed beneficially owned by the Holder on the Date of Conversion: _________________________

Signature___________________________________________________________________

[Name]

Address:__________________________________________________________________

__________________________________________________________________

EX-10.3

Exhibit 10.3

SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of March 28, 2013 (this “Agreement”), is by and between NEUTRISCI INTERNATIONAL INC., a corporation incorporated pursuant to the laws of the Province of Alberta (the “Company”), and  CHROMADEX CORPORATION,  a corporation incorporated pursuant to the laws of the state of Delaware (together with its successors and assigns, the “Secured Party”).

WHEREAS, the Secured Party is the holder of a Secured Convertible Promissory Note issued by the Company bearing even date herewith in the aggregate original principal amount of USD$2,500,000 (the “Note”) pursuant to the terms of that certain Asset Purchase and Sale Agreement dated as of March 28, 2013 by and between the Company and the Secured Party (the “Purchase Agreement”);

WHEREAS, in order to induce the Secured Party to sell the Purchased Assets and to accept the Note as part of the Purchase Price pursuant to Purchase Agreement, the Company has agreed to execute and deliver to the Secured Party this Agreement and other collateral documents and to grant the Secured Party, a security interest in substantially all of the assets of the Company described herein to secure the prompt payment, performance and discharge in full of the obligations of the Company under the Note, the Purchase Agreement and the other Transaction Documents; and

WHEREAS, all capitalized terms not otherwise specifically defined in this Agreement shall have the meanings given thereto in the Note or if not expressly defined in the Note, then in the Purchase Agreement.

NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

Article 1 - Certain Definitions

As used in this Agreement, the following terms shall have the meanings set forth in this Article 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (as defined below), including without limitation the terms “account,” “as-extracted collateral,” “chattel paper,” “commercial tort claim,” “deposit account,” “document,” “equipment,” “fixtures,” “general intangibles,” “goods,” “instruments,” “inventory,” “investment property,” “letter-of-credit rights,” “proceeds,” “securities” and “supporting obligations,” shall have the respective meanings given such terms in Article 9 of the UCC.

1.1“Collateral” means the collateral in which the Secured Party is granted a security interest by this Agreement and which shall include the following personal property of the Company, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith:

1.1.1   All goods, including, without limitation, (A) all machinery, equipment, computers, motor vehicles, trucks, tanks, boats, ships, appliances, furniture, rigs, drilling equipment, towers, special and general tools, fixtures, test and quality control devices and other equipment of every kind and nature and wherever situated, together with all documents of title and documents representing the same, all additions and accessions thereto, replacements therefor, all parts therefor, and all substitutes for any of the foregoing and all other items used and useful in connection with the Company's businesses and all improvements thereto; and (B) all inventory, including all materials, work in process and finished goods;

1.1.2   All general intangibles, including, without limitation, all contract rights, choses in action, partnership interests, membership interests, stock or other securities, rights under any of the Organizational Documents (as defined below), licenses, distribution and other agreements, computer software (whether “off-the-shelf,” licensed from any third party or developed by the Company), computer software development rights, leases, franchises, licenses, permits, deposits, customer lists, quality control procedures, grants and rights, goodwill, Intellectual Property (as defined below), and all income tax, insurance and other refunds;

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1.1.3   All accounts, together with all instruments, all documents of title representing any of the foregoing, all rights in any merchandising, goods, equipment, motor vehicles and trucks which any of the same may represent, and all right, title, security and guaranties with respect to each account, including any right of stoppage in transit;

1.1.4   All documents, letter-of-credit rights, instruments and chattel paper;

1.1.5   All commercial tort claims;

1.1.6   All deposit accounts and all cash (whether or not deposited in such deposit accounts);

1.1.7   All investment property;

1.1.8   All as-extracted collateral;

1.1.9   All supporting obligations;

1.1.10   All files, records, books of account, business papers, and computer programs; and

1.1.11   the products and proceeds of all of the foregoing Collateral set forth in clauses 1.1.1 through and including 1.1.10, above.

Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided, however, that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.

1.2“Intellectual Property” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation: (i) all copyrights arising under the laws of the United States, any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, all registrations, recordings and applications in the United States Copyright Office; (ii) all letters patent of the United States, any other country or any political subdivision thereof, all reissues and extensions thereof, and all applications for letters patent of the United States or any other country and all divisions, continuations and continuations-in-part thereof; (iii) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade dress, service marks, logos, domain names and other source or business identifiers, and all goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, or otherwise, and all common law rights related thereto; (iv) all trade secrets arising under the laws of the United States, any other country or any political subdivision thereof; (v) all rights to obtain any reissues, renewals extensions of the foregoing; (vi) all licenses for any of the foregoing; and (vii) all causes of action for infringement of the foregoing.

1.3“Necessary Endorsement” means undated stock powers endorsed in blank or other proper instruments of assignment duly executed and such other instruments or documents as the Secured Party may reasonably request.

1.4“Obligations” means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing, of the Company to the Secured Party under this Agreement, the Note, the Purchase Agreement, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or un-liquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on, the Note and the loans extended pursuant thereto; (ii) any and all other fees, legal fees and other expenses, indemnities, costs, obligations and liabilities of the Company from time to time under or in connection with this Agreement, the Note, the Purchase Agreement, the other Transaction Documents, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company.

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1.5“Organizational Documents” means, with respect to the Company, the documents by which the Company was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of the Company (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).

1.6“Pledged Securities” is defined in Article 3 below.

1.7“UCC” means the Uniform Commercial Code of the State of New York and/or any other applicable law of any state or states which have jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the definitions, they are incorporated herein, and if existing definitions in the UCC are broader than the amended definitions, the existing ones shall be controlling.

Article 2 - Grant of Security Interest in Collateral

As an inducement for the Secured Party to extend the loans as evidenced by the Note and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, the Company hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party, a security interest in and to, a lien upon, and a right of set-off against, all of its right, title and interest of whatsoever kind and nature in and to the Collateral (a “Security Interest” and collectively, the “Security Interests”).

Article 3 - Pledged Securities

The capital stock and other equity interests listed on Schedule 3 hereto (the “Pledged Securities”) represent all of the capital stock and other equity interests held by the Company, including without limitation in and to any and all subsidiaries of the Company, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company.  All of the Pledged Securities are validly issued, fully paid and non-assessable, and the Company is the legal and beneficial owner of the Pledged Securities, free and clear of any lien, security interest or other encumbrance. The Company shall cause the pledge and security interest of the Secured Party to be duly noted in its books and records.

Article 4 - [INTENTIONALLY OMITTED]

Article 5 - Representations, Warranties and Covenants

Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Party concurrently herewith (the “Disclosure Schedules”), which Disclosure Schedules shall be deemed a part hereof, the Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

5.1The Company has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the filings contemplated herein have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company. This Agreement has been duly executed by the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors and by general principles of equity.

5.2The Company has no place of business or offices where its respective books of account and records are kept (other than temporarily at the offices of their attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule 5.2 attached hereto. Except as disclosed on Schedule 5.2, none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.

5.3Except as disclosed on Schedule 5.3, the Company is the sole owner of the Collateral, free and clear of any liens, security interests, encumbrances, rights or claims, other than those created pursuant to this Agreement and is fully authorized to grant the Security Interests. There is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to this Agreement or the other Transaction Documents) covering or affecting any of the Collateral. As long as this Agreement shall be in effect, the Company shall not execute and shall not knowingly permit to be on file in any such office or agency any other financing statement or other similar document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement).

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5.4No written claim has been received by the Company that any Collateral or the Company’s use of any Collateral violates the rights of any third party. There has been no adverse decision to the Company’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to the Company’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of the Company, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority.

5.5The Company shall at all times maintain its books of account and records relating to the Collateral at its principal place of business (except when temporarily kept at the offices of its attorneys or accountants) and its Collateral at the locations set forth on Schedule 5.2 attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least 30 days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States or Canada) and (ii) evidence that appropriate financing statements under the UCC or Personal Property Security Act (Alberta) ("PPSA"), as applicable, and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interests to create in favor of the Secured Party, a valid, perfected and continuing perfected lien in the Collateral.

5.6This Agreement creates in favor of the Secured Party a valid security interest in the Collateral, securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing UCC or PPSA financing statements shall have been duly perfected. Except for the filing of the UCC or PPSA financing statements referred to in the immediately following paragraph, no action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the filing of said financing statements, no consent of any third parties and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (i) the execution, delivery and performance of this Agreement, (ii) the creation or perfection of the Security Interests created hereunder in the Collateral or (iii) the enforcement of the rights of the Secured Party hereunder.

5.7The Company hereby authorizes the Secured Party to file one or more financing statements under the UCC and PPSA with respect to the Security Interests with the proper filing and recording agencies in any jurisdiction deemed proper by it, which UCC and PPSA financing statement may describe the collateral as “all assets.”

5.8The execution, delivery and performance of this Agreement by the Company do not (i) violate any of the provisions of any Organizational Documents of the Company or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to the Company or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing the Company’s debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected. If any, all required consents (including, without limitation, from stockholders or creditors of the Company) necessary for the Company to enter into and perform its Obligations hereunder have been obtained.

5.9The Company shall at all times maintain the liens and Security Interests provided for hereunder as valid and perfected liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interests hereunder shall be terminated pursuant to Article 14 hereof. The Company hereby agrees to use commercially reasonable efforts to defend the same against the claims of any and all persons and entities and to safeguard and protect all Collateral for the account of the Secured Party. At the reasonable request of the Secured Party, the Company will sign and deliver to the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC or PPSA in form reasonably satisfactory to the Secured Party and will pay the cost of filing the same in all public offices wherever filing is necessary to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, the Company shall pay all reasonable fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and the Company shall obtain and furnish to the Secured Party from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain in accordance with this Agreement the priority of the Security Interests hereunder.

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5.10The Company will not transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of its assets, including without limitation all or any portion of the Collateral, without the prior written consent of the Secured Party.  Notwithstanding the foregoing, provided that no Event of Default (as defined in the Note) has occurred (unless such Event of Default has been waived by the Secured Party) or is continuing, the Company may:

5.10.1   Sell inventory in the ordinary course of business; and

5.10.2   Sell or otherwise dispose of equipment; provided, that, (A) such equipment is obsolete, (B) such sales are consistent with past practices, and (C) such sales do not total more than fifty thousand dollars (USD$50,000) in the aggregate in any calendar year.

5.11The Company shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.

5.12The Company shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. The Company shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Secured Party that: (a) the Secured Party will be named as lender loss payee (mortgagee, as applicable) and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Secured Party and such cancellation or change shall not be effective as to the Secured Party for at least thirty (30) days after receipt by the Secured Party of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Secured Party will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the Note) exists and if the proceeds arising out of any claim or series of related claims do not exceed USD$100,000, loss payments in each instance will be applied by the Company to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the Company. If no Event of Default exists and such proceeds exceed USD$100,000, such proceeds shall be available to the Company solely for and shall be used by the Company solely for the repair or replacement of the loss or damage giving rise to such proceeds within sixty (60) days of receipt thereof. Prior to expenditure by the Company, any such proceeds in the Company's possession shall be segregated from the Company’s other funds. The Company shall promptly provide the Secured Party with a detailed written report of its use of any such proceeds. Proceeds not so used by the Company within such sixty (60) day period shall be immediately remitted to the Secured Party for application to the Obligations. After an Event of Default occurs, all proceeds then or thereafter in existence shall be paid to the Secured Party (for application to the Obligations) and, if received by the Company, shall be held in trust for the Secured Party and promptly paid over to the Secured Party (for application to the Obligations) unless otherwise directed in writing by the Secured Party. Copies of such policies or the related certificates, in each case, naming the Secured Party as lender loss payee and additional insured shall be delivered to the Secured Party at least annually and at the time any new policy of insurance is issued.

5.13The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’s security interest therein.

5.14The Company shall promptly execute and deliver to the Secured Party such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Secured Party may from time to time , upon advice of its counsel, request as necessary to perfect, protect or enforce the Secured Party's security interest in the Collateral in which the Secured Party has been granted a security interest hereunder, substantially in form and substance reasonably acceptable to the Secured Party.

5.15The Company shall permit the Secured Party and their representatives and agents reasonable access to inspect the Collateral during normal business hours, upon reasonable prior notice and without undue interference with the Company’s business operations, and to make copies of records pertaining to the Collateral as may be reasonably requested by the Secured Party from time to time.

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5.16The Company shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral.

5.17The Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by the Company that would have a material adverse effect on the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.

5.18All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of the Company with respect to the Collateral is accurate and complete in all material respects as of the date furnished.

5.19The Company shall at all times preserve and keep in full force and effect its valid existence and good standing and any rights and franchises material to its businesses.

5.20The Company will not change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least 30 days' prior written notice to the Secured Party of such change and, at the time of such written notification, the Company provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

5.21The Company may not consign any of its inventory or sell any of its inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale.

5.22The Company may not relocate its chief executive office to a new location without providing 30 days' prior written notification thereof to the Secured Party and so long as, at the time of such written notification, the Company provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

5.23The Company was organized and remains organized solely under the laws of the province set forth next to the Company’s name in Schedule 5.23 attached hereto, which Schedule 5.23 sets forth the Company’s organizational identification number or, if the Company does not have one, states that one does not exist.

5.24(i) The actual name of the Company is the name set forth in Schedule 5.23 attached hereto; (ii) the Company has no trade names except as set forth on Schedule 5.24 attached hereto; (iii) the Company has not used any name other than that stated in the preamble hereto or as set forth on Schedule 5.24 for the preceding five years; and (iv) no entity has merged into the Company or been acquired by the Company within the past five years except as set forth on Schedule 5.24.

5.25At any time and from time to time, if any Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect the security interest created hereby, the Company shall deliver such Collateral to the Secured Party.

5.26The Company shall cause all tangible chattel paper constituting Collateral to be delivered to the Secured Party, or, if such delivery is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the Company shall cause the underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor section thereto).

5.27If at any time there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the Company shall cause such an account control agreement, in form and substance in each case reasonably satisfactory to the Secured Party, to be entered into and delivered to the Secured Party

5.28To the extent that any Collateral consists of letter-of-credit rights, the Company shall cause the issuer of each underlying letter of credit to consent to an assignment of the proceeds thereof to the Secured Party.

5.29To the extent that any Collateral is in the possession of any third party, the Company shall join with the Secured Party in notifying such third party of the Secured Party's security interest in such Collateral and shall use its commercially best effort to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to the Secured Party.

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5.30If the Company shall at any time hold or acquire a commercial tort claim, the Company shall promptly notify the Secured Party in a writing signed by the Company of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Secured Party.

5.31The Company shall promptly provide written notice to the Secured Party of any and all accounts which arise out of contracts with any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof, shall execute and deliver to the Secured Party an assignment of claims for such accounts and cooperate with the Secured Party in taking any other steps required under the Federal Assignment of Claims Act or any similar federal, state or local statute or rule to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof.

5.32The Company shall cause each subsidiary of the Company (if any) with operations or material assets (which, if in doubt, shall be in the sole determination of the Secured Party) to immediately become a party hereto (an “Additional Debtor”), by executing and delivering an Additional Debtor Joinder in form and substance satisfactory to the Secured Party, and comply with the provisions hereof applicable to the Company. As of the date hereof, the Company represents and warrants that none of its subsidiaries have any operations or material assets. Concurrent therewith, the Additional Debtor shall deliver replacement schedules for, or supplements to all other Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Schedules then in effect. The Additional Debtor shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Secured Party may reasonably request. Upon delivery of the foregoing to the Secured Party, the Additional Debtor shall be and become a party to this Agreement with the same rights and obligations as the Company, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional Debtor Joinder, and all references herein to the “Company” shall be deemed to include each Additional Debtor.

5.33The Company will from time to time, at the joint and several expense of the Company, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Secured Party may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

5.34Except as set forth on Schedule 5.34 attached hereto, none of the account debtors or other persons or entities obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local statute or rule in respect of such Collateral.

5.35Schedule 5.35 lists all licenses and permits of every kind which the Company has in respect of its business operations.

5.36The Company shall not amend any of its Organizational Documents without the prior written consent of the Secured Party, such consent not to be unreasonably withheld; provided, however, that the Company acknowledges that any amendment that adversely impairs the rights of the Secured Party under this Agreement or any other Transaction Document shall be deemed to be unreasonable.

5.37The Company shall:

5.37.1   Maintain its assets in a way which segregates and identifies such assets separate and apart from the assets of any other person or entity;

5.37.2   Hold itself out to the public as a separate legal entity distinct from any other person or entity;

5.37.3   Conduct business solely in its own name;

5.37.4   Only engage in the business that it conducts as of the date hereof and in no other activities or business; and

5.37.5   In addition to the obligations set forth in the Note and in the other Transaction Documents, the Company shall not incur or permit to exist any indebtedness, other than indebtedness to the Secured Party, indebtedness for trade payables incurred in the ordinary course of business and indebtedness disclosed on Schedule 5.3 .

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5.38The Company shall not without the prior written consent of the Secured Party, make or permit to exist any investment in any other person or entity, whether by way of extension of credit, loan, advance, purchase of stock or other ownership interest (other than ownership interests in such person or entity), bonds, notes, debentures or other securities, or otherwise, and whether existing on the date of this Agreement or thereafter made.

5.39The Company shall not issue any ownership interests, debt instruments, warrants, options, or other instruments convertible into ownership instruments of the Company without the prior written consent of the Secured Party.

Article 6 - Effect of Pledge on Certain Rights

If any of the Collateral subject to this Agreement consists of non-voting equity or ownership interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the issuer), it is agreed that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of the Secured Party's rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding any provisions in the Organizational Documents or agreements to which the Company is subject or to which the Company is party.

Article 7 - Defaults

The following events shall be “Events of Default”:

7.1The occurrence of an Event of Default under this Agreement, the Note, the Purchase Agreement or any other Transaction Documents;

7.2Any representation or warranty of the Company in this Agreement, the Note, the Purchase Agreement or any other Transaction Documents shall prove to have been incorrect in any material respect when made; or

7.3The failure by the Company to observe or perform any of its undertakings, covenants and obligations in this Agreement, the Note, the Purchase Agreement or any other Transaction Documents.

Article 8 - Duty To Hold In Trust

8.1Upon the occurrence and during the continuance of any Event of Default, and at any time thereafter, the Company shall, upon receipt of any revenue, income, dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the Note or otherwise, or of any check, draft, note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party.

Article 9 - Rights and Remedies Upon Default.

9.1Upon the occurrence of any Event of Default, and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder, under the Note, under any and all other Transaction Documents, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and all rights and remedies available under any other applicable law and at equity. Without limitation, the Secured Party shall have the following rights and powers:

9.1.1   The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter by reasonable means, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make reasonably available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form.

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9.1.2   Upon written notice to the Company by the Secured Party, all rights of the Company to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of the Company to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, the Secured Party shall have the right to receive any interest, cash dividends or other payments on the Collateral and, at the option of the Secured Party, to exercise in the Secured Party's discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, the Secured Party shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as if it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or the Company or any of its direct or indirect subsidiaries.

9.1.3   The Secured Party shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon commercially reasonable terms and conditions. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

9.1.4   The Secured Party shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts to make payments directly to the Secured Party, and to enforce the Company’s rights against such account debtors and obligors.

9.1.5   The Secured Party, may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Secured Party, or its designee.

9.1.6   The Secured Party may (but is not obligated to) transfer any or all Intellectual Property registered in the name of the Company at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral.

9.2No compliance by the Secured Party with any applicable law in connection with a disposition of Collateral will be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Secured Party may sell the Collateral without giving any warranties and may specifically disclaim such warranties. In addition, the Company waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

9.3For the purpose of enabling the Secured Party to further exercise rights and remedies under this Article 9 or elsewhere provided by agreement or applicable law, the Company hereby grants to the Secured Party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Company) to use, license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by the Company, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

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Article 10 - Applications of Proceeds

10.1           The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the reasonable and actual incurred expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs reasonably incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and  expenses incurred by the Secured Party in enforcing the rights of the Secured Party hereunder or of the Secured Party under any other Transaction Documents and in connection with collecting, storing and disposing of the Collateral, and then to the satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “Default Rate”) and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, the Company waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

Article 11 - Costs and Expenses

11.1           The Company agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements pursuant to the UCC and PPSA, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Secured Party. The Company shall also pay all other claims and charges which would be reasonably likely to prejudice, imperil or otherwise affect the Collateral or the Security Interests therein. The Company will also, upon demand, pay to the Secured Party the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Secured Party may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under the Note and the other Transaction Documents. Until so paid, any fees payable hereunder shall be added to the principal amount of the Note and shall bear interest at the Default Rate.

Article 12 - Responsibility for Collateral

12.1           The Company assumes all liabilities and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason. Without limiting the generality of the foregoing, (a) in no event shall the Secured Party (i) have any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) have any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) the Company shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by the Company thereunder. The Secured Party shall not have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Secured Party of any payment relating to any of the Collateral, nor shall the Secured Party be obligated in any manner to perform any of the obligations of the Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Secured Party or to which the Secured Party may be entitled at any time or times. The Secured Party shall be entitled, in its sole discretion, to abandon any and all Collateral and any and all records concerning the Collateral or the Company’s business at any time regardless of whether it had obtained possession thereof, without any liability or responsibility of any kind or nature therefore to the Company.

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Article 13 - Security Interests Absolute

13.1           All rights and all obligations of the parties hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the Note or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Note or any other agreement entered into in connection with the foregoing; (c) any exchange, release or non-perfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its reasonable discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event and to the extent thereof, the Company's obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other person or entity or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy.

Article 14 - Term of Agreement

14.1           This Agreement and the Security Interests shall terminate on the date on which all payments under the Note have been indefeasibly paid or otherwise satisfied in full (including by way of conversion of the Note) and all other Obligations have been indefeasibly paid or discharged (other than contingent indemnification obligations).

Article 15 - Power of Attorney; Further Assurances

15.1The Company authorizes the Secured Party, and does hereby make, constitute and appoint the Secured Party and its officers, agents, successors or assigns with full power of substitution, as the Company’s true and lawful attorney-in-fact, with power, in the name of the Secured Party or the Company, to, after the occurrence (unless the Event of Default has been waived by the Secured Party) or during the continuance of an Event of Default, (i) endorse any note, checks, drafts, money orders or other instruments of  payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Secured Party, (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Secured Party, and at the expense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Secured Party, upon the advice of its counsel,  deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the Note all as fully and effectually as the Company might or could do; and the Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which the Company is subject or to which the Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, the Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

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15.2On a continuing basis, the Company will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule 5.23 attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Secured Party, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Secured Party the grant or perfection of a perfected security interest in all the Collateral under the UCC and PPSA.

15.3The Company hereby irrevocably appoints the Secured Party as the Company’s attorney-in-fact, with full authority in the place, on behalf of and in the name of the Company, from time to time in the Secured Party's discretion, to take any action and to execute any instrument which the Secured Party may , upon the advice of its counsel, deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Secured Party. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

Article 16 - Notices

Any demand upon or notice to the Company hereunder shall be effective when delivered by hand or when properly deposited in the mails postage prepaid, or sent by e-mail or electronic facsimile transmission, receipt acknowledged, or delivered to an overnight courier, in each case addressed to the Company at the address shown below or such other address as the Company may advise the Secured Party in writing. Any notice by the Company to the Secured Party shall be given as aforesaid, addressed to the Secured Party at the address shown below or such other address as the Secured Party may advise the Company in writing.

Secured Party:

ChromaDex Corporation

10005 Muirlands Blvd, Ste G

Irvine, CA  92618, USA

Attention: Tom Varvaro

Fax:   (949) 419-0294

Email: tom.varvaro@chromadex.com

With a copy to:

Sichenzia Ross Friedman Ference LLP

61 Broadway,  32nd  Floor

New York, NY 10006

Attention:  Harvey Kesner, Esq.

Fax: (212) 930-9725

Email: hkesner@srff.com

Company:

NeutriSci International Inc.

c/o Tingle Merrett LLP, Barristers & Solicitors

1250 Standard Life Building

639 - 5th Avenue SW

Calgary, AB, Canada  T2P 0M9

Attention:  Cynthia Solano

Fax: (403) 571-8008

Email: csolano@tinglemerrett.com

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Article 17 - Other Security

To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party's rights and remedies hereunder.

Article 18 - Miscellaneous

18.1No course of dealing between the Company and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under the Note shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

18.2All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Note, the Transaction Documents or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

18.3This Agreement, together with the exhibits and schedules hereto, the Note, the Transaction Documents, the instruments and agreements among the parties delivered on or about the date hereof, and the related agreements contemplated hereby and thereby contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Secured Party or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought.

18.4If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

18.5No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

18.6This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Secured Party.  The Secured Party may assign any or all of its rights under this Agreement to any Person to whom the Secured Party assigns or transfers the Note.

18.7Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order to carry out the provisions and purposes of this Agreement.

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18.8All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. The Company agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement, the Transaction Documents and the Note (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan 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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court or that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for 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. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If any party shall commence a proceeding to enforce any provisions of this Agreement, then the prevailing party in such proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of such proceeding.

18.9This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

18.10The Company shall indemnify, reimburse and hold harmless the Secured Party and each of its and their partners, members, shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively, “Indemnitees”) from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined by a final, non-appealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in the Note, the Transaction Documents or any other agreement, instrument or other document executed or delivered in connection herewith or therewith.

18.11Nothing in this Agreement shall be construed to subject the Secured Party to liability as a partner in the Company or any of its direct or indirect subsidiaries that is a partnership or as a member in the Company or any of its direct or indirect subsidiaries that is a limited liability company, nor shall the Secured Party be deemed to have assumed any obligations under any partnership agreement or limited liability company agreement, as applicable, of the Company or any of its direct or indirect subsidiaries or otherwise, unless and until the Secured Party exercises its right to be substituted for the Company as a partner or member, as applicable, pursuant hereto.

18.12To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent, approval or action of any partner or member, as applicable, of the Company or any direct or indirect subsidiary of the Company or compliance with any provisions of any of the Organizational Documents, the Company hereby grants such consent and approval and waive any such noncompliance with the terms of said documents.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement to be duly executed on the day and year first above written.

THE COMPANY:

 NEUTRISCI INTERNATIONAL INC.

By:/s/ Keith Bushfield

Name: Keith Bushfield

Title: President & CEO

SECURED PARTY:

CHROMADEX CORPORATION

By: /s/ Frank Jaksch

Name: Frank Jaksch

Title: President & CEO

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Schedule 3

Capital Stock and other Equity Interests held by the Company

None other than 100% of the issued and outstanding shares of Britlor Health and Wellness Inc.

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Schedule 5.2

Place of business or offices where the Company’s respective books of account and records are kept:

NeutriSci International Inc. Head Office:

4015 - 1st Street SE, Calgary, Alberta, Canada, T2G 4X7

NeutriSci International Inc. Registered Office (offices of Tingle Merrett LLP):

1250, 639 - 5th Avenue SW, Calgary, Alberta, Canada, T2P 0M9

NeutriSci International Inc. Auditor’s offices (offices of Kenway Mack Slusarchuk Stewart LLP)

Suite 1500, 333-11th Avenue SW, Calgary, Alberta T2R 1L9

Places where Collateral is stored or located:

NeutriSci International Inc. Head Office:

4015 - 1st Street SE, Calgary, Alberta, Canada, T2G 4X7

Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor:

     N/A

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Schedule5.3

Schedule of Existing Liens and Indebtedness

(attached)

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Schedule 5.23

State where the Company was organized and remains organized solely:

           Province of Alberta Canada

Company’s organizational identification number (if the Company does not have one, state that one does not exist):

Government of Alberta Corporate Access No. 2014908756

Actual name of the Company:

NeutriSci International Inc.

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Schedule 5.24

Trade names of the Company:

NeutriSci

Britlor

Vendrome

Names used by the Company for the preceding five years:

NeutriSci International Inc.

Entities that have merged into the Company or been acquired by the Company within the past five years:

Britlor Health and Wellness Inc

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Schedule 5.34

Account debtors or other persons or entities obligated on any of the Collateral that are governmental authorities covered by the Federal Assignment of Claims Act or any similar federal, state or local statute or rule in respect of such Collateral:

None

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Schedule 5.35

All licenses and permits of every kind which the Company has in respect of its business operations:

Health Canada Product License Issuance No. (NPN) 80026287

City of Calgary Municipal Business License No. 13042304

EX-10.4

Exhibit 10.4

SUBSIDIARY GUARANTEE

SUBSIDIARY GUARANTEE, dated as of March 28, 2013 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of Chromadex Corporation, a Delaware corporation (together with  its permitted assigns, the “Vendor”) pursuant to that certain Asset Purchase and Sale Agreement (the “Purchase Agreement”), dated as of the date hereof, between the Vendor and the NeutriSci International Inc., a corporation formed pursuant to the laws of the Province of Alberta, Canada (the “Company”).

W I T N E S S E T H:

WHEREAS, pursuant to the Purchase Agreement, the Company has agreed to sell and issue to the Vendor, and the Vendor has agreed to purchase from the Company a Senior Secured Convertible Note (the “Note”), subject to the terms and conditions set forth therein; and

WHEREAS, each Guarantor will directly benefit from the extension of credit to the Company represented by the issuance of the Note;

NOW, THEREFORE, in consideration of the premises and to induce the Vendor to enter into the Purchase Agreement and to carry out the transactions contemplated thereby, each Guarantor hereby agrees with the Vendor as follows:

1.Definitions. Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings given to them in the Purchase Agreement. The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and Section and Schedule references are to this Guarantee unless otherwise specified. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.  The following terms shall have the following meanings:

“Guarantee” means this Subsidiary Guarantee, as the same may be amended, supplemented or otherwise modified from time to time.

             “Obligations” means, in addition to all other costs and expenses of collection incurred by Vendor in enforcing any of such Obligations and/or this Guarantee, all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the Company or any Guarantor to the Vendor, including, without limitation, all obligations under this Guarantee, the Note and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of the Vendor as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time.  Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on the Note and the loans extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Company or any Guarantor from time to time under or in connection with this Guarantee, the Note and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any Guarantor.

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2.Guarantee.

(a)Guarantee.

(i)The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Vendor and their respective successors, endorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

(ii)Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)).

(iii)Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Vendor hereunder.

(iv)The guarantee contained in this Section 2 shall remain in full force and effect until the earlier of (i) the Forced Conversion Date or (ii) all the Obligations and the obligations of each Guarantor under the guarantee contained in this Section 2 shall have been paid in full or otherwise fully satisfied and discharged.

(v)No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Vendor from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations are indefeasibly paid in full.

(vi)Notwithstanding anything to the contrary in this Guarantee, with respect to any defaulted non-monetary Obligations the specific performance of which by the Guarantors is not reasonably possible (e.g. the issuance of the Company's Common Stock), the Guarantors shall only be liable for making the Vendor whole on a monetary basis for the Company's failure to perform such Obligations in accordance with the Transaction Documents.

(b)Right of Contribution. Subject to Section 2(c), each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be subject to the terms and conditions of Section 2(c). The provisions of this Section 2(b) shall in no respect limit the obligations and liabilities of any Guarantor to the Vendor and each Guarantor shall remain liable to the Vendor for the full amount guaranteed by such Guarantor hereunder.

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(c)No Subrogation.  Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor by the Vendor, no Guarantor shall be entitled to be subrogated to any of the rights of the Vendor against the Company or any other Guarantor or any collateral security or guarantee or right of offset held by the Vendor for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Vendor by the Company on account of the Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Vendor, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Vendor in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Vendor, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Vendor may determine.

(d)Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations made by the Vendor may be rescinded by the Vendor and any of the Obligations continued, and the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Vendor, and the Purchase Agreement and the other Transaction Documents and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Vendor may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Vendor for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Vendor shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section 2 or any property subject thereto.

(e)Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Vendor upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Vendor, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Company or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (i) the validity or enforceability of the Purchase Agreement or any other Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Vendor, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Vendor) which may at any time be available to or be asserted by the Company or any other Person against the Vendor, or (iii) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Vendor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against the Company, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Vendor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Vendor against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

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(f)Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Vendor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

(g)Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Vendor without set-off or counterclaim in U.S. dollars at the address set forth or referred to in the Signature Pages to the Purchase Agreement.

3.Representations and Warranties. Each Guarantor hereby makes the following representations and warranties to Vendor as of the date hereof:

(a)Organization and Qualification. The Guarantor is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Guarantor has no subsidiaries. The Guarantor is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not, individually or in the aggregate, (i) adversely affect the legality, validity or enforceability of any of this Guaranty in any material respect, (ii) have a material adverse effect on the results of operations, assets, prospects, or financial condition of the Guarantor or (iii) adversely impair in any material respect the Guarantor's ability to perform fully on a timely basis its obligations under this Guaranty (a “Material Adverse Effect”).

(b)Authorization; Enforcement.  The Guarantor has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Guarantee, and otherwise to carry out its obligations hereunder. The execution and delivery of this Guarantee by the Guarantor and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of the Guarantor. This Guarantee has been duly executed and delivered by the Guarantor and constitutes the valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

(c)No Conflicts. The execution, delivery and performance of this Guarantee by the Guarantor and the consummation by the Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its Certificate of Incorporation or By-laws or (ii) conflict with, constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Guarantor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Guarantor is subject (including Federal and State securities laws and regulations), or by which any material property or asset of the Guarantor is bound or affected, except in the case of each of clauses (ii) and (iii), such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as could not, individually or in the aggregate, have or result in a Material Adverse Effect. The business of the Guarantor is not being conducted in violation of any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, do not have a Material Adverse Effect.

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(d)Consents and Approvals. The Guarantor is not required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, any court or other federal, state, local, foreign or other governmental authority or other person in connection with the execution, delivery and performance by the Guarantor of this Guarantee.

(e)Purchase Agreement. The representations and warranties of the Company set forth in the Purchase Agreement as they relate to such Guarantor, each of which is hereby incorporated herein by reference, are true and correct as of each time such representations are deemed to be made pursuant to such Purchase Agreement, and the Vendor shall be entitled to rely on each of them as if they were fully set forth herein, provided that each reference in each such representation and warranty to the Company's knowledge shall, for the purposes of this Section 3, be deemed to be a reference to such Guarantor's knowledge.

(f)Foreign Law.  Each Guarantor has consulted with appropriate foreign legal counsel with respect to any of the above representations for which non-U.S. law is applicable. Such foreign counsel have advised each applicable Guarantor that such counsel knows of no reason why any of the above representations would not be true and accurate. Such foreign counsel were provided with copies of this Subsidiary Guarantee and the Transaction Documents prior to rendering their advice.

4.Covenants.

(a)Each Guarantor covenants and agrees with the Vendor that, from and after the date of this Guarantee until the Obligations shall have been indefeasibly paid in full, such Guarantor shall take, and/or shall refrain from taking, as the case may be, each commercially reasonable action that is necessary to be taken or not taken, as the case may be, so that no Event of Default (as defined in the Note) is caused by the failure to take such action or to refrain from taking such action by such Guarantor.

(b)So long as any of the Obligations are outstanding, unless Vendor shall otherwise consent in writing, each Guarantor will not directly or indirectly on or after the date of this Guarantee:

i.other than Permitted Indebtedness (as defined in the Note), enter into, create, incur, assume or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

ii.other than Permitted Liens (as defined in the Note), enter into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom;

iii.amend its Certificate of Incorporation, Bylaws or other Charter Documents so as to adversely affect any rights of any Purchaser;

iv.repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its securities or debt obligations;

v.pay cash dividends on any equity securities of the Company;

vi.enter into any transaction with any affiliate of the Guarantor which would be required to be disclosed in any public filing of the Company with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested directors of the Company (even if less than a quorum otherwise required for board approval); or

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vii.enter into any agreement with respect to any of the foregoing.

5.Miscellaneous.

(a)Amendments in Writing. None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except in writing by the Vendor.

(b)Notices. All notices, requests and demands to or upon the Vendor or any Guarantor hereunder shall be effected in the manner provided for in the Purchase Agreement, provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 5(b).

(c)No Waiver By Course Of Conduct; Cumulative Remedies. The Vendor shall not by any act (except by a written instrument pursuant to Section 5(a)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default under the Transaction Documents or Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Vendor, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Vendor of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Vendor would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

(d)Enforcement Expenses; Indemnification.

(i)Each Guarantor agrees to pay, or reimburse the Vendor for, all its reasonable costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guarantee and the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the Vendor.

(ii)Each Guarantor agrees to pay, and to save the Vendor harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with any of the transactions contemplated by this Guarantee.

(iii)Each Guarantor agrees to pay, and to save the Vendor harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to the Purchase Agreement; provided that, notwithstanding the foregoing, each Guarantor shall not be responsible for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements which are the result of the willful misconduct or gross negligence of the Vendor.

(iv)The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement and the other Transaction Documents.

(e)Successor and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Vendor and their respective successors and assigns; provided that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Vendor.

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(f)Set-Off. Each Guarantor hereby irrevocably authorizes the Vendor at any time and from time to time while an Event of Default under any of the Transaction Documents shall have occurred or be continuing, without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Vendor to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Vendor may elect, against and on account of the obligations and liabilities of such Guarantor to the Vendor hereunder and claims of every nature and description of the Vendor against such Guarantor, in any currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Vendor may elect, whether or not the Vendor have made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Vendor shall notify such Guarantor promptly of any such set-off and the application made by the Vendor of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Vendor under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Vendor may have.

(g)Counterparts. This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(h)Severability. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(i)Section Headings. The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

(j)Integration. This Guarantee and the other Transaction Documents represent the agreement of the Guarantors and the Vendor with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Vendor relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Transaction Documents.

(k)Governing Laws. All questions concerning the construction, validity, enforcement and interpretation of this Guarantee shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each of the Company and the Guarantors agree that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Guarantee (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan. Each of the Company and the Guarantors hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan 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 proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Guarantee 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.  Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Guarantee or the transactions contemplated hereby.

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(l)Acknowledgements.  Each Guarantor hereby acknowledges that:

(i)it has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the other Transaction Documents to which it is a party;

(ii)the Vendor have no fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Guarantee or any of the other Transaction Documents, and the relationship between the Guarantors, on the one hand, and the Vendor, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(iii)no joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions contemplated hereby among the Guarantors and the Vendor.

(m)Additional Guarantors.  The Company shall cause each of its subsidiaries formed or acquired on or subsequent to the date hereof to become a Guarantor for all purposes of this Guarantee by executing and delivering an Assumption Agreement in the form of Annex 1 hereto.

(n)Release of Guarantors. Each Guarantor will be released from all liability hereunder concurrently with the indefeasible repayment in full of all amounts owed under the Purchase Agreement, the Note and the other Transaction Documents.

(o)Seniority. The Obligations of each of the Guarantors hereunder rank senior in priority to any other Indebtedness (as defined in the Purchase Agreement) of such Guarantor.

(p)WAIVER OF JURY TRIAL. EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE VENDOR, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM THEREIN.

*********************

(Signature Pages Follow)

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee

to be duly executed and delivered as of the date first above written.

BRITLOR HEALTH AND WELLNESS, INC.

                         By: /s/ Keith Bushfield

                                   Name: Keith Bushfield

                                   Title:   President & CEO

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Annex 1 to

SUBSIDIARY GUARANTEE

ASSUMPTION AGREEMENT, dated as of ______  __, 2013 made by _____________., a _____ corporation (the “Additional Guarantor”), in favor of the Vendor pursuant to the Purchase Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Purchase Agreement.

W I T N E S S E T H :

           WHEREAS, Chromadex Corporation, a Delaware corporation (the “Vendor”) and NeutriSci International Inc., an Alberta corporation (the “Company”) have entered into an Asset Purchase and Sale Agreement, dated as of March __, 2013 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”);

           WHEREAS, in connection with the Purchase Agreement, the Subsidiaries of the Company (other than the Additional Guarantor) have entered into the Subsidiary Guarantee, dated as of March __, 2013 (as amended, supplemented or otherwise modified from time to time, the “Guarantee”) in favor of the Vendor;

           WHEREAS, the Purchase Agreement requires the Additional Guarantor to become a party to the Guarantee; and

           WHEREAS, the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee;

NOW, THEREFORE, IT IS AGREED:

1.Guarantee. By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 5(m) of the Guarantee, hereby becomes a party to the Guarantee as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule 1 to the Guarantee. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained in Section 3 of the Guarantee is true and correct on and as the date hereof as to such Additional Guarantor (after giving effect to this Assumption Agreement) as if made on and as of such date.

2.Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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                  IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

                                           [ADDITIONAL GUARANTOR]

                                            By:                                                                                                

                                            Name:

                                            Title:

EX-10.5

Exhibit 10.5

ROYALTY AGREEMENT

THIS AGREEMENT is made effective as of the 28th day of March 2013

BETWEEN:

CHROMADEX CORPORATION, a corporation incorporated pursuant to the laws of the State of Delaware (“CDX”)

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NEUTRISCI INTERNATIONAL INC., a corporation incorporated pursuant to the laws of the Province of Alberta (referred to as the “NSI”) (collectively the "Parties")

WHEREAS:

A. NSI has purchased all of the assets, rights and title of CDX in and to the products containing pterostilbene formerly marketed by CDX under the brand, “BlūScience” including, but not limited to the products under the names, “HeartBlū”, “MemoryBlū”, “EternalBlū”, “TrimBlū” and “Blū2Go” (the “BlūScience Products”) including the trademarks related to the “BlūScience Products (“Trademarks”); and

B.pursuant to the purchase and sale of the “BlūScience Products, NSI has agreed to pay a royalty to CDX pursuant to the terms and conditions hereinafter set forth;

C. concurrently herewith, NSI and CDX have entered into a supply agreement (the “Supply Agreement”) for the supply by CDX to NSI of the product, PteroPure, being a raw ingredient in the manufacture of the BlūScience Products;

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, the parties agree as follows:

1.INTERPRETATION

1.1Definitions.  The definitions set out in Appendix “A” to this Agreement shall govern the meaning of the terms defined therein when used in this Agreement unless there is something in the subject matter or context patently inconsistent therewith.

(a)   “BlūScience Products” has the meaning given in the preamble of this Agreement;

(b)   “Business Day” means every day other than a Saturday, Sunday or any other day on which the principal banks located in either New York,  New York  or Calgary, Alberta are not open for business during normal banking hours;

(c)   “Net Sales” means the gross billing price  NSI or its subsidiaries directly or indirectly charges to their customers for BlūScience Products, less transportation costs, sales taxes, use taxes, occupation taxes and excise taxes, discounts, returns and allowances;

(d)   “Royalty” has the meaning given in Section 2.1 of this Agreement;

(e)   “Royalty Period” has the meaning given in Section 2.1 of this Agreement

(f)   “Supply Agreement” has the meaning given in the preamble of this Agreement;

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(g)   “Term” has the meaning set out in Section 4.1 of this Agreement;

(h)   “Termination Date” has the meaning set out in Section 4.4 of this Agreement; and

(i)   “Trademarks” has the meaning given in the preamble of this Agreement.

1.2Interpretation.  Any reference in this Agreement to a paragraph, section or appendix is a reference to the respective paragraph, section or appendix of this Agreement, unless otherwise expressly indicated. Unless specified otherwise, “$” and “Dollars” means the lawful currency of the United States of America.

2.ROYALTY PAYMENT AND ONGOING OBLIGATIONS

2.1The Royalty:  Subject to early termination pursuant to Section 4.2, for so long as  NSI shall sell the BlūScience Products (the “Royalty Period”), NSI shall pay CDX a royalty in the amount of 6% of Net Sales (the “Royalty”) from its sales of (a) any BlūScience Products, (b) any products that include the Trademarks, or (c) any products hereafter marketed in connection with the Trademarks or any other trademarks created by NSI for use in connection with BlūScience Products, derivatives of the BlūScience Products or products marketed by NSI that include PteroPure or pterostilbene.

2.2Quarterly Reporting.  During the Royalty Period, NSI shall provide CDX with a quarterly report (whether or not NSI has generated any Net Sales) showing all amounts of Net Sales during that quarter.  The quarterly reports shall also show the calculation of the Royalty for that quarter, if any.

2.3Payment.  Royalties shall be payable on a quarterly basis.

3.REPRESENTATIONS AND WARRANTIES

3.1CDX's Representations and Warranties.  CDX warrants and  represents to NSI that as of the date hereof:

(a)   CDX is duly incorporated, validly subsisting and in good standing under the laws of the State of Delaware with full capacity and authority to enter into this Agreement and complete the actions and transactions contemplated by this Agreement;

(b)   CDX has (i) taken all corporate actions necessary to authorize the execution and delivery of this Agreement and completion of the actions and transactions contemplated herein and (ii) validly executed and delivered this Agreement; and

(c)   this Agreement constitutes a legal, valid and binding obligation of CDX enforceable against CDX in accordance with its terms and conditions, provided that enforcement may be limited by bankruptcy, insolvency and other similar laws of general application affecting the enforcement of creditors' rights generally.

3.2NSI's Representations and Warranties.  NSI warrants, and represents to CDX that as of the date hereof:

(a)   NSI is duly incorporated, validly subsisting and in good standing under the laws of the Province of Alberta  with full capacity and authority to enter into this Agreement and complete the actions and transactions contemplated by this Agreement;

(b)   NSI has (i) taken all corporate actions necessary to authorize the execution and delivery of this Agreement and completion of the actions and transactions contemplated herein and (ii) validly executed and delivered this Agreement; and

(c)   this Agreement constitutes a legal, valid and binding obligation of NSI enforceable against NSI in accordance with its terms and conditions; provided that enforcement may be limited by bankruptcy, insolvency and other similar laws of general application affecting the enforcement of creditors' rights generally.

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4.TERM AND TERMINATION

4.1Term.  This Agreement shall be effective from the date hereof and, subject to termination in accordance with Section 4.2, be considered as an ongoing contractthereafter pursuant to the terms of this Agreement.

4.2Early Termination. This Agreement may be terminated  by the non-breaching Party if the breaching Party fails to comply with any material provision of this Agreement, provided that the party responsible for the default will not be deemed in breach or default of this Agreement unless and until the  non breaching Party gives written notice to the breaching Party of the failure to comply and such breaching Party fails to cure the failure within thirty (30) days after the notice.

4.3Notice of Termination.  For termination of this Agreement pursuant to Section 4.2  to be effective, the Party not in breach or default must deliver written notice of termination to the other at the expiry of such “right to cure” thirty (30) days or such longer period, as applicable.  Termination will be effective thirty (30) days following delivery of the termination notice.

4.4Effect of Termination. If a default has occurred and is not cured as set out above, and notice of termination has been delivered to the defaulting party by the non-defaulting party, upon expiration of thirty (30) days following the notice of termination, this Agreement shall terminate (the “Termination Date”) and as of the Termination Date, each Party will have no further obligation to the other (provided, however, if NSI is the defaulting party then NSI shall continue to pay CDX the Royalty pursuant to Section 2.1 of this Agreement and Sections 2, 5, 6 and 7 of this Agreement shall survive such termination).

5.CONFIDENTIALITY

5.1Confidentiality.  This Agreement and each of its terms and provisions shall be kept strictly confidential between the Parties and shall not be disclosed by either Party without the prior written consent of the other Party.  Further, the Parties shall keep confidential, use only for the purpose of this Agreement and shall not disclose without the prior written consent of the other Party any information that is confidential or proprietary to that Party.  Notwithstanding the foregoing, a Party may disclose information in relation to this Agreement: (i) where such disclosure is required by applicable law, regulation, legal process or applicable stock exchange requirement, or (ii) to the disclosing Party's professional advisors where those advisors are bound to keep such information confidential or (iii) where such disclosure is necessary for the enforcement of the disclosing Party's rights.

6.AUDIT RIGHTS

6.1Audit.  NSI shall keep and maintain accurate books and records concerning its purchase, sale, marketing and distribution of product.  Such books and records shall be sufficiently detailed to enable CDX or its agents, as necessary, to calculate the amount of gross sales or disposition of BlūScience Products and Trademarks as contemplated in Section 2.1.  During the Royalty Period and for a period of two (2) year’s thereafter, CDX shall have the right, upon at least five (5) days written notice and no more than once per calendar year, to inspect NSI’s books and records and all other documents and material in the possession of or under the control of NSI with respect to the calculation of the Net Sales and the Royalty at the place or places where such records are normally retained by NSI. CDX shall have free and full access thereto for such purposes and shall be permitted to be able to make copies thereof and extracts therefrom.

6.2Audit Costs. In the event a shortfall in the amount of the Royalty of five percent (5%) or more is discovered,  NSI shall reimburse CDX for the cost of the audit including any attorney’s fees incurred in connection therewith; otherwise, all audit costs shall be borne exclusively by CDX.

7.AMENDMENT

7.1This Agreement may be amended from time to time in writing with the consent of both Parties to the Agreement.

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8.GENERAL

8.1Independent Contractor and No Agency.  Nothing in this Agreement shall be construed to constitute either Party as the employee, partner, franchisee or agent of the other, nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own affairs and actions.

8.2Entire Agreement.  This Agreement and any Appendices contains the entire understanding of the Parties and shall be binding upon and inure to the benefit of the Parties successors and assigns.  This Agreement and any Appendices may not be amended or modified in any way without the written consent of both Parties.

8.3No Assignment. NSI or CDX shall not have the right to assign this Agreement in whole or in part without the written consent of the other Party.

8.4Further Assurances.  Each of the Parties to this Agreement shall do all such further acts and shall execute all such further documents and assurances as any other Party reasonably requests in order to carry out the terms of this Agreement.

8.5Notices.

(a)   All notices and other communications required or permitted to be given in connection with this Agreement shall be in writing and shall be delivered to the representatives of the Parties and at the addresses specified in paragraph (c) below.  Any communication shall be sufficiently given if delivered by mail, hand, reputable courier service, facsimile or other similar means of electronic communication.  If there is an actual or threatened disruption of mail service, all communications shall be delivered by any other method specified in this Section.

(b)   Any communication sent by mail will be deemed to have been received five (5) Business Days after the date of mailing.  Any communication sent by overnight courier will be deemed to have been received one (1) Business Day after the date it was sent.  Any communication sent by hand, local courier or electronic communication will be deemed to have been received on the Business Day such communication was sent, provided that communications sent after 5:00 p.m. Eastern Time will be deemed to be received on the next Business Day.

(c)   Until a Party notifies the other Parties in writing of a change of the notifying Party's address for service, the Parties' respective addresses for service are:

(i)   in the case of CDX, at:

ChromaDex Corporation

10005 Muirlands Blvd, Ste G

Irvine, CA  92618, USA

Attention: Tom Varvaro

Fax:   (949) 419-0294

Email: tom.varvaro@chromadex.com

(ii)   in the case of NSI, at:

NeutriSci International Inc.

c/o Tingle Merrett LLP, Barristers & Solicitors

1250 Standard Life Building

639 - 5th Avenue SW

Calgary, AB, Canada  T2P 0M9

Attention:  Cynthia Solano

Fax: (403) 571-8008

Email: csolano@tinglemerrett.com

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8.6Survival.  All obligations and liability of any party under this Agreement which arise prior to termination shall survive such termination and continue in full force and effect.

8.7Governing 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 New York without regard to principles of conflicts of law. Any action brought concerning the transactions contemplated by this Agreement shall be brought in the state courts or federal courts located in New York, New York.  The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted in compliance with this Section 8.7 and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.  The parties executing this Agreement agree to submit to the in personam jurisdiction of such courts and hereby irrevocably waive trial by jury.

8.8Counterparts.  This Agreement may be executed in counterpart in different places, at different times and on different dates, and in that case such counterparts collectively constitute a single binding agreement.

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

CHROMADEX CORPORATION Per: /s/ Frank Jaksch	NEUTRISCI INTERNATIONAL INC. Per: /s/ Keith Bushfield
FRANK JAKSCH, President and CEO	KEITH BUSHFIELD, President and CEO

EX-10.6

Exhibit 10.6

CHROMADEX INC. SALES CONFIRMATION AND CONTRACT

Date:  March , 2013                                Customer Name:  NeutriSci                                           

Contact Name:                                        Contact Number:                                                                                                                  

Ship to Address:                                                                                                                                         

Bill to Address:                                                                                                                                          

Product:  PteropureSpecifications:  Chromadex Spec                                

Quantity:  As neededPrice per Unit:                               

Payment Terms:  Net 30Delivery Terms:  FOB ChromaDex                                

Geography:  AllCategory:  All                                           

For the use of above product in branded applications

1.  Definitions. As used in these Terms and Conditions (“Agreement”), (a) “Seller” means ChromaDex, Inc., its affiliates and their respective successors and assigns, (b) “Buyer” means the party executing this Agreement to purchase the Products or Services and/or the party accepting delivery of the Products under this Agreement, collectively with any affiliate of such party, (c) “Products” mean the product(s) referenced above and provided by Seller hereunder.

2.  Acceptance, Merger and Integration.Buyer will be deemed to have accepted this Agreement (a) when Seller returns to Buyer a fully executed copy of this Agreement, (b) by responding through Buyer’s purchase order or other written confirmation, or (c) by accepting delivery of Products under this Agreement. Seller will be deemed to have accepted this Agreement (x) when Buyer returns to Seller a fully executed copy of this Agreement, or (y) at Seller’s option, when Seller begins substantial performance under this Agreement. Seller reserves the right to accept or reject any separate purchase agreement or written confirmation from Buyer.  Buyer has no right to cancel or defer ordered shipments or delivery unless agreed to in writing by Seller. Notwithstanding the manner in which Buyer accepts this Agreement, Buyer’s acceptance of this Agreement is limited exclusively to the acceptance of all of Seller’s terms and conditions set forth in this Agreement.  Buyer may acknowledge this Agreement by via its purchase agreement or other written confirmation, but any and all terms and conditions contained in such written confirmation or other communications with respect to the transaction contemplated by this Agreement, or subsequent to the date hereof, shall be without any force and effect. This Agreement, and all exhibits, riders or limited warranties attached hereto, is intended to be the exclusive and final statement of the terms and understandings relative to the subject matter hereof, merging herein and superseding all negotiations and prior written or oral agreements between the parties as to the subject matter of the purchase of the Products.

3.  Ordering, Payment.If Buyer desires to purchase Products from Seller, Buyer will submit a written purchase order signed by an authorized representative of Buyer.    No order will be binding on Seller unless and until Seller accepts Buyer’s order and sends a written order confirmation which confirms the quantity of Products purchased and the selling price, and specifies a shipment date.  Seller’s acceptance of Buyer’s order is expressly conditioned on Buyer’s unconditional asset to this Agreement in lieu of any other terms in the order.  Payment shall be upon the terms stated above; provided, however, Seller reserves the right to modify such credit terms in its sole and absolute discretion. Failure to make prompt and full payment hereunder constitutes a material breach of this Agreement and affords Seller the right to suspend its performance without liability to Buyer and cancel this Agreement and any purchase orders. Buyer has no right of setoff.  If full payment is not made when due, Seller shall be entitled to interest on any amount unpaid at the rate of 1.5% per month until Seller receives payment in full. In addition, if any amount payable to Seller is not received by Seller within 10 days of the due date, a late payment processing charge equal to 6% of such delinquent amount will be paid by Buyer to Seller to defray the expense incident to the processing, administration and collection of delinquent payments. Buyer agrees to reimburse Seller for any and all expenses Seller may incur, including collection agency fees and/orreasonable attorneys' fees, in taking any action contemplated by this Paragraph.

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4.  Buyer Obligations.  Buyer will use reasonable commercial efforts to market and/or sell the Products.  Buyer may not re-sell-or re-ship the Products in bulk raw material form, unless expressly authorized to do so in writing by Seller.  For US distribution, on or in labels, packaging, advertising, promotional materials or Internet communications for Buyer’s products containing the Product (the “Combined Product”), Buyer will only make claims for the Product or the Combined Product that are substantiated by valid scientific research, and are in compliance with all applicable laws and regulations.  Buyer may not use, in labeling, advertising, promotion or otherwise: (a) any statements or quotations made by or attributed to any investigator who has conducted clinical studies on the Product, or (b) any photographs or other images of such investigators, without (i) the prior written consent of such investigators and the institutions at which such studies were conducted, and (ii) 20 days’ notification to Seller of such written consent prior to any such use.  Buyer will not misrepresent on product labels the amount, quantity or level of the Product contained in the Combined Product.  In the event that a third party is used by Buyer to manufacture any of the Combined Product for marketing or sale by Buyer, Buyer hereby guarantees compliance by said third party with the requirements of this Section 4.  In the event that current labeling, packaging or formulations of the Combined Product do not comply with the requirements of this Section 4, Buyer will immediately rectify all nonconforming product.

5.  Taxes and Import Duties.The price of the Products or Services specified does not include federal taxes, state or local sales taxes, use taxes, occupational taxes or import duties.  Unless prohibited by law, Buyer is responsible for and shall pay all applicable sales, use, occupational, excise, value added or other similar taxes or import duties applicable to the manufacture, sale, price, delivery or use of the Products provided by Seller, or in lieu thereof, Buyer shall provide Seller with a tax-exemption certificate acceptable to and considered valid by the applicable taxing authorities.

6.  Delivery and Risk of Loss.All sales are FOB\FCA Seller’s U.S. dock. Risk of loss, destruction of or damage to the Products shall be Seller’s until delivery of the Products to a common carrier at Seller’s U.S. dock. Thereafter, title shall pass to Buyer and Buyer shall be fully responsible, and shall hold Seller harmless, for and assume all risk of loss, destruction of or damage to the Products. Loss or damage to the Products after risk of loss has passed to Buyer will not release or excuse Buyer from its obligations under this Agreement to Seller, including the obligation to make full payment of the purchase price. Seller reserves the right to pack or ship orders in the most economical manner, provided that this does not result in increased risk of loss of the products.  However, where Buyer requests special packaging or shipping, any additional cost will be billed to and be the responsibility of Buyer. Buyer acknowledges that Seller cannot accept returns of dietary supplement grade products which have left Seller’s control, unless they do not meet the applicable specifications or are otherwise defective.

7.  Delivery Delays.Seller shall use reasonable efforts to make prompt deliveries in a commercially reasonable manner. Delivery dates and estimates are, however, not guaranteed. Seller disclaims any liability or responsibility, and Buyer shall hold Seller harmless, for the late or non-delivery of Products or Services. Buyer has no right to delay or defer delivery or acceptance.

8.  Rejection and Revocation of Acceptance.  Any rejection or revocation of acceptance of Products or Services by Buyer must be made within thirty (30) days of delivery of such Products and Services and any attempted rejection or revocation of acceptance of such Products and Services made thereafter shall be null and void unless agreed to in writing by Seller. Failure to make a claim within such period shall be conclusive evidence that the Products and Services were satisfactory in all respects and supplied in accordance with ordered specifications.  Each shipment hereunder is to be regarded as a separate and independent sale. Seller’s weights and analysis shall govern and control.

9.  LIMITED WARRANTY AND DISCLAIMER OF ALL OTHER WARRANTIES.  (a)  SELLER WARRANTS THAT THE PRODUCT SOLD HEREUNDER CONFORMS TO ITS SPECIFICATION.

(b)  EXCEPT AS OTHERWISE PROVIDED IN 9(a) HEREOF, SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SELLER HAS NOT MADE ANY RECOMMENDATION TO BUYER REGARDING THE USE OR SUBSEQUENT SALE OF THE PRODUCTS. BUYER ASSUMES ALL RISKS AND LIBAILITIES FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE USE OF SUBSEQUENT SALE FO THE PRODUCTS, EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS. BUYER HAS SATISFIED ITSELF THAT THE PRODUCT AND THE PURPOSE FOR WHICH IT WILL BE USED AND/OR SOLD IS IN COMPLIANCE WITH THE LAWS OF THE RELEVANT COUNTRIES.

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(c) BUYER’S EXCLUSIVE REMEDY AND SELLER’S EXCLUSIVE LIABILITY FOR SHIPMENT OF NON-CONFIRMING PRODUCT OR ANY OTHER BREACH BY SELLER BREACH OF THIS AGREEMENT SHALL BE LIMITED TO, AT SELLER’S SOLE OPTION, EITHER REPLACEMENT OF THE NON-CONFORMING PRODUCT OR A REFUND OF THE PURCHASE PRICE PAID. ALL CLAIMS ARISING OUT OF THIS AGREEMENT OR MADE WITH RESPECT TO THE PRODUCT SHALL BE DEEMED WAIVED BY BUYER UNLESS MADE IN WRITING AND RECEIVED BY SELLER WITHIN SIXTY (60) DAYS OF DELIVERY. BUYER MUST MAKE ANY CLAIM FOR NON-COMFORMING PRODUCT, BREACH OF WARRANTY, OR ANY CLAIM OF ANY NATURE WHATSOEVER WITH RESPECT TO THE PRODUCTS SOLD HEREUNDER IN WRITING WITHIN SIXTY (60) DAYS AFTER BUYER’S RECEIPT OF PRODUCS. BUYER IRREVOCABLY WAIVES AND RELEASES ALL CLAIMS THAT ARE NOT PROPERLY MADE WITIN SAID PERIOD.

10. LIMITATION OF LIABILITY.  TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES WAIVE AND RELINQUISH ANY CLAIMS, DEMANDS, AND CAUSES OF ACTION OR RECOVERIES FOR PUNITIVE DAMAGES, EXEMPLARY DAMAGES, OR STATUTORY DAMAGES.  IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SALE OF THE PRODUCTS, INCLUDING ANY LOST REVENUES OR PROFITS, CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION, REGARDLESS OF THE THEORY UPON WHICH ANY CLAIM MAY BE BASED, INCLUDING ANY TORT OR STATUTORY CAUSES OF ACTION. NOTWITHSTANDING THE TERMS OF ANY LIMITED WARRANTY, AND/OR IN THE EVENT ANY LIMITED WARRANTY PROVIDED TO BUYER FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL SELLER’S ENTIRE LIABILITY TO BUYER (IN TORT, CONTRACT, FOR INTELLECTUAL PROPERTY INFRINGEMENT, OR OTHERWISE) EXCEED THE PURCHASE PRICE ACTUALLY PAID BY BUYER FOR THE PRODUCTS IN DISPUTE, OR ANY DEFECTIVE OR NONCONFORMING PORTION THEREOF, WHICHEVER IS THE LESSER AMOUNT. BOTH PARTIES UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY ALLOCATES RISK OF NONCONFORMING GOODS BETWEEN THE PARTIES AS AUTHORIZED BY THE UNIFORM COMMERCIAL CODE AND OTHER APPLICABLE LAW.  THE PRICES SET FORTH HEREIN REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY, INCLUDING THE EXCLUSION OF SPECIAL, INDIRECT, CONSEQUENTIAL AND INCIDENTAL DAMAGES, IN THIS AGREEMENT.

11.  Default.The failure of either party to perform any obligation hereunder, the failure to materially perform any other agreements between Buyer and Seller, or either party’s bankruptcy, insolvency, fraud or inability to pay its debts as they mature, shall constitute a default under this Agreement and shall, in addition to any other remedies at law or in equity, afford the other party, among other remedies, all of the remedies of a secured party under the applicable Uniform Commercial Code. In the event of such default, the non-defaulting party may, in addition to pursuing any of the remedies provided by law, equity or as set forth in this Agreement, (i) in the case of Seller, refuse to provide any applicable warranty or other service and/or deliver Products under this or any service agreement relating to the Products, (ii) in the case of Buyer, refuse to pay under this or any service agreement relating to the Products, or (iii) in the case of either party, cancel this Agreement and any pending orders without liability to the other party. In the event of default by Buyer, Seller may also, without limiting its other remedies, terminate this Agreement and apply any and all payments received hereunder or otherwise from Buyer to any damages that Seller may have as a result of the breach by Buyer of this Agreement or otherwise.  To the fullest extent permitted by law, all of a party’s rights and remedies under this Agreement shall be cumulative and not exclusive.

12.  Reservation of Rights:  The sale of Products covered by this Agreement shall not confer upon Buyer any license or right under any patents, trade secrets or other proprietary information owned or controlled by Seller, or the right to otherwise utilize such proprietary information, it being specifically understood and agreed that all such rights are reserved to Seller. Buyer’s sole right to use any of Seller’s trademarks in connection with the Products or in any manner shall be provided only to the extent expressly set forth in a separate trademark license agreement between Buyer and Seller.

13.  Waiver and Severability.No claim or right arising out of a breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. If any term, covenant, warranty, remedy or condition of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be held or deemed invalid or unenforceable, the remainder of this Agreement or the application of such term, covenant or provision, to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term, covenant or provision of this Agreement shall be deemed valid and enforced to the fullest extent permitted by law.

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14.  Force Majeure.A party shall have no liability or obligation to the other party of any kind, including, but not limited to, any obligation to deliver Products or to make payment or accept delivery of Products, arising from any delay or failure to perform all or any part of this Agreement as a result of causes, conduct or occurrences beyond such party’s reasonable control, including, but not limited to, commercial impracticability, fire, flood, earthquake, lightning, storm, accidents, act of war, terrorism, civil disorder or disobedience, act of public enemies, problems associated with transportation (including car or truck shortages), shortages of energy or raw materials, acts or failure to act of any state, federal or foreign governmental or regulatory authorities, labor disputes, strikes, or failure of suppliers to make timely deliveries of materials, goods or services to Seller.  Seller may allocate its available supply among its customer in a manner determined by Seller to be fair and reasonable.

15.  Indemnification.To the fullest extent permitted by law, Buyer shall defend, indemnify and hold Seller harmless from any and all claims, demands, subrogation claims by third parties (including Buyer’s insurers), causes of action, controversy, liabilities, fines, regulatory actions, seizures of Product, losses, costs and expenses (including, but not limited to attorneys’ fees, expert witness expenses and litigation expenses) (hereinafter “Claim”), arising from or in connection with any Claim asserted by a third party against Seller for any damage, environmental liability, patent or intellectual property infringement caused by Buyer’s use, modification or alteration of the Products, injury, death, loss, property damage, delay or failure in delivery of Seller’s Products or any other Claim, whether in tort, contract, breach of warranty or otherwise, relating to this Agreement, the business relationship between the parties, the Products or Services provided hereunder, or Buyer’s breach of this Agreement. Notwithstanding the foregoing, Buyer has no indemnity obligation to Seller to the extent that any Claims result from the gross negligence of Seller.  Buyer, for itself and its insurers, expressly waives any and all limitations or liability caps, if any, on Buyer’s contribution liability to Seller, and any and all statutory or common law lien rights or Claims against Seller arising from any applicable workers compensation or disability acts, which Buyer might or could assert against Seller or Seller’s insurers in the event of the personal injury or death of Buyer’s employees, representatives or servants. Without limiting the foregoing, Buyer, for itself and its insurers, also waives any liens, Claims or other rights it may have as a result of being subrogated to any rights of its employees, representatives or servants.

16.  Relationship.The relationship between Seller and Buyer shall be that of independent contractors and neither party, its agents and employees, shall under no circumstances be deemed the employees, distributors, franchisees, agents or representatives of the other party.

17.  Assignment and Modification.The rights and obligations of Buyer under this Agreement shall not be assignable with the prior written consent of Seller. This Agreement shall not be modified, altered or amended in any respect except by a writing signed by the parties. Any variation, modification or addition to the terms set forth in this Agreement shall be considered a material modification and shall not be considered part of this Agreement.

18.  Governing Law. This Agreement and all claims and causes of action shall be governed by and subject to the internal laws (exclusive of the conflicts of law provisions) and decisions of the courts of the State of California.  The sole and exclusive venue for all claims and causes of action between the parties shall be the state or federal court located in Orange County, California.

19.  Appendix A. In addition to the foregoing, the Buyer and the Seller hereby agree to the terms and conditions set out in Appendix A, attached hereto, the terms of which are incorporated into this Agreement by this reference.

Buyer  /s/ Keith Bushfield      Date:  3/28/2013

Name  Keith Bushfield

Company_________________________________________________

Seller  /s/ Frank Jaksch

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