NOTE 10 – OPTION AGREEMENTS

In September 2014, TCC entered into an option agreement ("Option No. 1") that gives TCC an exclusive option to purchase 100% of the equity of a marketer and distributor of nutritional products (“Target No. 1”) on certain agreed upon terms. TCC paid $2,000 to acquire Option No. 1, which is represented within the prepaid expenses and other current assets line item in the accompanying consolidated balance sheet dated September 30, 2014. Option No. 1 can be exercised on or before July 13, 2015. As an option, the Company will have the right, but not the obligation, to acquire the equity of Target No. 1 for a purchase price of $37,000, payable in cash at the closing of the acquisition without reduction for the option purchase price. At present none of the Company, TCC or any other subsidiary of the Company has sufficient funds necessary to close on the acquisition of the equity of Target No. 1, if it were to exercise Option No. 1. The Company believes that it and TCC will be able to raise the necessary funds to exercise Option No. 1 on a timely basis, although there can be no assurance that the Company and TCC will be successful.

In September 2014, TCC entered into an option agreement (“Option No. 2”) that gives TCC an exclusive option to purchase substantially all of the assets and assume certain operating liabilities of a manufacturer of nutritional products on certain agreed upon terms (“Target No. 2”). TCC agreed to pay $350 to acquire Option No. 2, which is represented within the prepaid expenses and other current assets line item in the accompanying consolidated balance sheet dated September 30, 2014. Option No. 2 can be exercised on or before December 13, 2014. As an option, TCC has the right, but not the obligation, to acquire the assets of Target No. 2, for a purchase price of $10,500, payable in cash at the closing of the acquisition. The purchase price for the assets of Target No. 2 would not be reduced by the option purchase price. If the Company does not exercise Option No. 2 within the exercise period, it will pay the grantor break-up fees of approximately $400. At present none of the Company, TCC or any other subsidiary of the Company has sufficient funds necessary to close on the acquisition of the assets of Target No. 2, if it were to exercise the option. The Company believes that it and TCC will be able to raise the necessary funds to exercise Option No. 2 on a timely basis, although there can be no assurance that the Company and TCC will be successful.