ASSET PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT, made and entered into this 31st day of July, 2000, by and between
HERBAL HEALTH PRODUCTS, INC., a Florida corporation ("Seller"), and LABELCLICK.COM, INC., a
Florida corporation ("Buyer");
W I T N E S E T H :
WHEREAS, Seller owns and operates Herbal Health Products located at 6950 Bryan Dairy Road, Largo,
Florida 33777 (the "Business"); and
WHEREAS, Seller desires to sell and Buyer desires to purchase certain merchandise, inventory, fixtures and
equipment, intangible personal property, and licenses associated with the Business; and
NOW, THEREFORE, in consideration of the promises and subject to the conditions in this Agreement, Buyer
and Seller agree as follows:
1. Purchase of Assets. Seller will sell and Buyer will purchase the following assets currently utilized in the
operation of the Business ("Assets") for the purchase price of Five Hundred Thousand and No/100 Dollars
a. Seller agrees to convey, sell, transfer, assign and deliver unto Buyer, and its successors and assigns forever, all
of the right, title and interests of Seller in the property described in Exhibit "A" including the corporate name and
telephone numbers, attached free and clear of any liens, claims and/or encumbrances whatsoever (hereinafter
sometimes collectively referred to as Assets).
2. Purchase Price. The purchase price for the Assets (the "Purchase Price") will consist of the cost of the
Inventory and the agreed values of the Assets. Buyer and Seller shall cooperate in the preparation of Internal
Revenue Service Form 8594, entitled Asset Acquisition Statement Under Section 1060, or any other similar form
required to be filed by Buyers or Sellers under the Internal Revenue Code of 1986, as amended.
3. Payment of Purchase Price. Buyer will pay the Purchase Price in the following manner:
a. Seventy Five Thousand and 00/100's Dollars ($75,000.00) at closing.
b. The sum of Seventy Five Thousand and 00/100's Dollars ($75,000.00)