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$39	Preview Subscribers	2001	Accounts Receivable Financing Agreement Accounts Receivable Financing Agreement (29K) Doc #1589521: Click preview link for longer preview. <DESCRIPTION>ACCOUNTS RECEIVABLE FINANCING AGREEMENT <TEXT> SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC. ------------------------ FORM 10-Q QUARTERLY REPORT FOR THE FISCAL QUARTER ENDED: SEPTEMBER 30, 2001 . . . 1589521	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Accounts Receivable Financing Agreement: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – EX-10.1 3 ex10-1.txt ACCOUNTS RECEIVABLE FINANCING AGREEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . ------------------------ FORM 10-Q QUARTERLY REPORT FOR THE FISCAL QUARTER ENDED: SEPTEMBER 30, 2001 ------------------------- EXHIBITS Exhibit 10.1 ACCOUNTS RECEIVABLE FINANCING AGREEMENT Alliance Financial Capital. Inc. (hereby "AFC"), a _____________ Health & Nutrition Systems International, Inc – of this agreement. IN WITNESS, WHEREOF, the parties have duly executed this ACCOUNTS RECEIVABLE FINANCING AGREEMENT this 12th day of September 2001 at Burlingame, California. ALLIANCE FINANCIAL CAPITAL, INC. (SELLER) Health & Nutrition Systems International, Inc . --------------------------------- By: By: /s/ Steven Pomerantz ------------------------------ ---------------------------------------- (Signature) (Signature) Its: Its: CEO ----------------------------- ------------------------------------ (Title) (Title) Witness: /s/ Albert Dugan ---------------------------------- 4 VALIDITY INDEMNIFICATION ------------------------ Re: Health & Nutrition Systems International, Inc. ("SELLER") and Alliance _____________ Health & Nutrition Systems International, Inc – FINANCIAL CAPITAL, INC. (SELLER) Health & Nutrition Systems International, Inc. --------------------------------- By: By: /s/ Steven Pomerantz ------------------------------ ---------------------------------------- (Signature) (Signature) Its: Its: CEO ----------------------------- ------------------------------------ (Title) (Title) Witness: /s/ Albert Dugan ---------------------------------- 4 VALIDITY INDEMNIFICATION ------------------------ Re: Health & Nutrition Systems International, Inc . ("SELLER") and Alliance Financial Capital, Inc. (AFC) Accounts Receivable Financing Agreement and related documents of even date. The undersigned are the officers of SELLER and in order to induce _____________ dt 1560888 ;	Gales Industries Gales Industries Inc
$51	Preview Subscribers	2005	Asset Purchase Agreement Asset Purchase Agreement (89K) Doc #1589456: Click preview link for longer preview. ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated this 15th day of October, 2004 by and between Health & Nutrition Systems International, Inc., a Florida corporation ("Seller") and TeeZee, Inc., a Florida corporation ("Purchaser"). WHEREAS, Seller contemplates voluntarily filing a petition to commence a case ("Bankruptcy Case") under Chapter 11 of Title 11 of the United States Code ("Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Florida (" . . . 1589456	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: Health & Nutrition Systems International, Inc – SEQUENCE>3 exh101_assetpuragree.txt ASSET PURCHASE AGREEMENT Exhibit 2 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated this 15th day of October, 2004 by and between Health & Nutrition Systems International, Inc ., a Florida corporation ("Seller") and TeeZee, Inc., a Florida corporation ("Purchaser"). WHEREAS, Seller contemplates voluntarily filing a petition to commence a case ("Bankruptcy Case") under Chapter 11 of Title _____________ "Health & Nutrition Systems International, Inc – of this Agreement or those relating to an Excluded Obligation; (g) an affidavit of Seller stating that, effective as of the Closing Date, Seller will no longer use the name "Health & Nutrition Systems International, Inc ." for any purpose and that, effective as of the Closing Date, Seller relinquishes the exclusive use of that name to Purchaser for Purchaser's sole use and benefit; 8 < _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – duly executed this Agreement, all as of the day and year first above written. PURCHASER: TeeZee, Inc. /s/Christopher Tisi By: Christopher Tisi, Title: President Date: 10/15/04 SELLER: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . /s/James A. Brown ------------------------------ By: James A. Brown, Title: Chief Executive Officer Date: 10/15/04 24 SCHEDULES The Registrant agrees to furnish supplementally a copy of any _____________ dt 1317907 ;	Gales Industries Gales Industries Inc
$54	Preview Subscribers	2004	Asset Purchase Agreement Asset Purchase Agreement (89K) Doc #1589463: Click preview link for longer preview. ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated this 15th day of October, 2004 by and between Health & Nutrition Systems International, Inc., a Florida corporation ("Seller") and TeeZee, Inc., a Florida corporation ("Purchaser"). WHEREAS, Seller contemplates voluntarily filing a petition to commence a case ("Bankruptcy Case") under Chapter 11 of Title 11 of the United States Code ("Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Florida (" . . . 1589463	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: Health & Nutrition Systems International, Inc – 1 2 exh101_assetpuragree.txt ASSETPURCHASEAGREE Exhibit 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated this 15th day of October, 2004 by and between Health & Nutrition Systems International, Inc ., a Florida corporation ("Seller") and TeeZee, Inc., a Florida corporation ("Purchaser"). WHEREAS, Seller contemplates voluntarily filing a petition to commence a case ("Bankruptcy Case") under Chapter 11 of Title _____________ "Health & Nutrition Systems International, Inc – of this Agreement or those relating to an Excluded Obligation; (g) an affidavit of Seller stating that, effective as of the Closing Date, Seller will no longer use the name "Health & Nutrition Systems International, Inc ." for any purpose and that, effective as of the Closing Date, Seller relinquishes the exclusive use of that name to Purchaser for Purchaser's sole use and benefit; 8 < _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – duly executed this Agreement, all as of the day and year first above written. PURCHASER: TeeZee, Inc. /s/Christopher Tisi By: Christopher Tisi, Title: President Date: 10/15/04 SELLER: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . /s/James A. Brown ------------------------------ By: James A. Brown, Title: Chief Executive Officer Date: 10/15/04 24 SCHEDULES The Registrant agrees to furnish supplementally a copy of any _____________ dt 1317908 ;	Gales Industries Gales Industries Inc
$49	Preview Subscribers	2003	Asset Purchase Agreement Asset Purchase Agreement (92K) Doc #1589467: Click preview link for longer preview. ASSET PURCHASE AGREEMENT ---------------------------- BY AND BETWEEN HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC., A FLORIDA CORPORATION, AND TEEZEE, INC., A FLORIDA CORPORATION NOVEMBER 26, 2003 <PAGE> ASSET PURCHASE AGREEMENT ------------------------ This ASSET PURCHASE AGREEMENT is dated this 26th day of November, . . . 1589467	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – EX-2 4 assetpurchaseagreement2.txt ASSET PURCHASE AGREEMENT EXHIBIT 2 ---------------------------- ASSET PURCHASE AGREEMENT ---------------------------- BY AND BETWEEN HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC ., A FLORIDA CORPORATION, AND TEEZEE, INC., A FLORIDA CORPORATION NOVEMBER 26, 2003 ASSET PURCHASE AGREEMENT ------------------------ This ASSET PURCHASE AGREEMENT is dated this 26th day of November, 2003 by _____________ Health & Nutrition Systems International, Inc – FLORIDA CORPORATION, AND TEEZEE, INC., A FLORIDA CORPORATION NOVEMBER 26, 2003 ASSET PURCHASE AGREEMENT ------------------------ This ASSET PURCHASE AGREEMENT is dated this 26th day of November, 2003 by and between Health & Nutrition Systems International, Inc ., a Florida corporation ("Seller") and TeeZee, Inc., a Florida corporation ("Purchaser"). RECITALS -------- WHEREAS, Seller is engaged in developing, marketing and selling dietary supplements; WHEREAS, Christopher Tisi ("Tisi"), an officer _____________ "Health & Nutrition Systems International, Inc – Seller's Counsel in accordance with Section 7.7. hereof; (h) an affidavit of Seller stating that, effective as of the Closing Date, Seller will no longer use the name "Health & Nutrition Systems International, Inc ." for any purpose and that, effective as of the Closing Date, Seller relinquishes the exclusive use of that name to Purchaser for Purchaser's sole use and benefit; and ( _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – WHEREOF, the parties hereto have duly executed this Agreement, all as of the day and year first above written. PURCHASER: TeeZee, Inc. /s/Christopher Tisi ---------------------------------------------------- By: Christopher Tisi, President SELLER: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . /s/James A. Brown ---------------------------------------------------- By: James A. Brown, Chairman Special Committee, Board of Directors 27 List of Omitted Schedule Schedule 2.1(a) Excluded Assets Schedule 2.1( _____________ dt 1317909 ; Gales Industries Gales Industries Inc ;	Greenberg Greenberg Traurig ( Legal ) As referenced in this Asset Purchase Agreement: Greenberg Traurig – Thousand Dollars ($411,000), (the "Purchase Price"). Purchaser shall make payment of the Purchase Price as follows: (a) On the date of execution of this Agreement, Purchaser shall deliver to Greenberg Traurig P.A., as escrow agent (the "Escrow Agent'), the sum of Twenty Five Thousand Dollars ($25,000), in next day funds (the "Escrow Amount"). The Escrow Amount shall be _____________ Greenberg Traurig – shall be held no later than the fifth (5th) business day after all of the conditions set forth in Section 7 and 8 have been satisfied, at the offices of Greenberg Traurig P.A. at 777 South Flagler Drive, Suite 300E, West Palm Beach, Florida 33401, unless the parties agree to another time, date or place. Notwithstanding the foregoing, unless this _____________ Greenberg Traurig – forth in Section 11.6. 7.6. Required Consents. Seller shall have obtained the Required Consents. 7.7 Opinion of Seller's Counsel. Purchaser shall have received the opinion of Greenberg Traurig P.A., counsel to Seller ("Company Counsel"), dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser. In rendering such opinion, Company Counsel may rely _____________ Greenberg Traurig – W. Indiantown Road, Suite 201 West Palm Beach, FL 33404 Jupiter, Fl 33458 Attn: Christopher Tisi Attn: Denise Reeder, Esq. If to Seller: With a copy to: Health & Nutrition Systems Greenberg Traurig , P.A. International, Inc.[new name] 777 South Flagler Drive [insert address] Suite 300East Attn: James A. Brown West Palm Beach, Florida 33401 Attn: Morris C. Brown, Esq. or _____________ dt 1325764
$52	Preview Subscribers	2003	Asset Purchase Agreement Asset Purchase Agreement (93K) Doc #1589472: Click preview link for longer preview. ASSET PURCHASE AGREEMENT ____________________________ BY AND BETWEEN HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC., A FLORIDA CORPORATION, AND TEEZEE, INC., A FLORIDA CORPORATION NOVEMBER 26, 2003 <PAGE> ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated this 26th day of November, 2003 by and between Health & Nutrition Systems International, Inc., a . . . 1589472	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – EX-2.1 3 assetpurchase-21.txt ASSET PURCHASE AGREEMENT Exhibit 2.1 ____________________________ ASSET PURCHASE AGREEMENT ____________________________ BY AND BETWEEN HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC ., A FLORIDA CORPORATION, AND TEEZEE, INC., A FLORIDA CORPORATION NOVEMBER 26, 2003 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated this 26th day of November, 2003 by _____________ Health & Nutrition Systems International, Inc – FLORIDA CORPORATION, AND TEEZEE, INC., A FLORIDA CORPORATION NOVEMBER 26, 2003 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated this 26th day of November, 2003 by and between Health & Nutrition Systems International, Inc ., a Florida corporation ("Seller") and TeeZee, Inc., a Florida corporation ("Purchaser"). RECITALS WHEREAS, Seller is engaged in developing, marketing and selling dietary supplements; WHEREAS, Christopher Tisi ("Tisi"), an officer _____________ "Health & Nutrition Systems International, Inc – Seller's Counsel in accordance with Section 7.7. hereof; (h) an affidavit of Seller stating that, effective as of the Closing Date, Seller will no longer use the name "Health & Nutrition Systems International, Inc ." for any purpose and that, effective as of the Closing Date, Seller relinquishes the exclusive use of that name to Purchaser for Purchaser's sole use and benefit; and ( _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – WHEREOF, the parties hereto have duly executed this Agreement, all as of the day and year first above written. PURCHASER: TeeZee, Inc. /s/Christopher Tisi ------------------------------- By: Christopher Tisi, President SELLER: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . /s/James A. Brown ------------------------------- By: James A. Brown, Chairman Special Committee, Board of Directors 27 List of Omitted Schedule Schedule 2.1(a) Excluded Assets Schedule 2.1( _____________ dt 1317910 ; Gales Industries Gales Industries Inc ;	Greenberg Greenberg Traurig ( Legal ) As referenced in this Asset Purchase Agreement: Greenberg Traurig – Thousand Dollars ($411,000), (the "Purchase Price"). Purchaser shall make payment of the Purchase Price as follows: (a) On the date of execution of this Agreement, Purchaser shall deliver to Greenberg Traurig P.A., as escrow agent (the "Escrow Agent'), the sum of Twenty Five Thousand Dollars ($25,000), in next day funds (the "Escrow Amount"). The Escrow Amount shall be _____________ Greenberg Traurig – shall be held no later than the fifth (5th) business day after all of the conditions set forth in Section 7 and 8 have been satisfied, at the offices of Greenberg Traurig P.A. at 777 South Flagler Drive, Suite 300E, West Palm Beach, Florida 33401, unless the parties agree to another time, date or place. Notwithstanding the foregoing, unless this _____________ Greenberg Traurig – forth in Section 11.6. 7.6. Required Consents. Seller shall have obtained the Required Consents. 7.7 Opinion of Seller's Counsel. Purchaser shall have received the opinion of Greenberg Traurig P.A., counsel to Seller ("Company Counsel"), dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser. In rendering such opinion, Company Counsel may rely _____________ Greenberg Traurig – W. Indiantown Road, Suite 201 West Palm Beach, FL 33404 Jupiter, Fl 33458 Attn: Christopher Tisi Attn: Denise Reeder, Esq. If to Seller: With a copy to: Health & Nutrition Systems Greenberg Traurig , P.A. International, Inc.[new name] 777 South Flagler Drive [insert address] Suite 300East Attn: James A. Brown West Palm Beach, Florida 33401 Attn: Morris C. Brown, Esq. or _____________ dt 1325765
$45	Preview Subscribers	2001	Business Lease Business Lease (50K) Doc #1589529: Click preview link for longer preview. BUSINESS LEASE THIS AGREEMENT, entered into this _______ day of NOVEMBER, 2000 between FRED KELLER, TRUSTEE, hereinafter called the Lessor, party of the first part and, HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC. of the County of PALM BEACH and State of FLORIDA hereinafter called the Lessee or tenant, party of the second part: WITNESSETH, That the said Lessor does this day lease unto said Lessee, and said Lessee does hereby hire and take as tenant under said Lessor 3750 INVESTMENT LANE, UNIT 1A, RIVIERA BEACH, FL 33404, situate in Palm Beach . . . 1589529	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Business Lease: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – EXHIBIT 10.5 BUSINESS LEASE THIS AGREEMENT, entered into this _______ day of NOVEMBER, 2000 between FRED KELLER, TRUSTEE, hereinafter called the Lessor, party of the first part and, HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . of the County of PALM BEACH and State of FLORIDA hereinafter called the Lessee or tenant, party of the second part: WITNESSETH, That the said Lessor does this day _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – written. Signed, sealed and delivered in the presence of: DATE 1/2/01 /s/ Agent (Seal) --------------------------- ------ ------------------------------------------------------ WITNESS AS TO LESSOR FRED KELLER, TRUSTEE, LESSOR DATE HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC ., LESSEE --------------------------- --- ------------------------------------------------------ WITNESS AS TO LESSEE By: /s/ Christopher Tisi ----------------------------------------------- CHRISTOPHER TISI, PRESIDENT ADDITIONAL INFORMATION: ---------------------- ADDRESS: ---------------------------------- PHONE: ------------------------------------ DL#: STATE: FLORIDA --------------------- DOB: SS#: --------------------- ----------- 11 EXHIBIT INDUSTRIAL PARK RULES 1. _____________ Health & Nutrition Systems International, Inc – NOTIFICATION OF SUCH EXCESS USE BY OWNER. YOUR COOPERATION IS REQUIRED IN THESE MATTERS! I have read and will comply with the above rules and regulations of Fred Keller, Trustee. Health & Nutrition Systems International, Inc ., Lessee 12/6/00 ----------------- Date By: /s/ Christopher Tisi ----------------------------------------- Christopher Tisi, President 12 EXHIBIT HAZARDOUS WASTE AGREEMENT I, Christopher Tisi of Health & Nutrition Systems International, Inc. occupying 3750 _____________ Health & Nutrition Systems International, Inc – Fred Keller, Trustee. Health & Nutrition Systems International, Inc., Lessee 12/6/00 ----------------- Date By: /s/ Christopher Tisi ----------------------------------------- Christopher Tisi, President 12 EXHIBIT HAZARDOUS WASTE AGREEMENT I, Christopher Tisi of Health & Nutrition Systems International, Inc . occupying 3750 Investment Lane, Unit 1A, Riviera Beach, FL 33404, have been advised by LESSOR that I am not to dispose of hazardous waste including, but not limited to, _____________ Health & Nutrition Systems International, Inc – and I will be subject to criminal and civil penalties. Following is the name and phone number of the party who hauls/removes my waste materials: _________________________________ (name) _________________________________ (phone #). Health & Nutrition Systems International, Inc ., Lessee 12/06/00 ------------------------------------------------------ ----------------- Date By: /s/ Christopher Tisi --------------------------------------------- Christopher Tisi, President 13 EXHIBIT TENANT ENVIRONMENTAL CHECK-LIST (Please circle either Y or N for your response) 1. _____________ dt 1869073 ;	Gales Industries Gales Industries Inc
$49	Preview Subscribers	2001	Business Lease Business Lease (50K) Doc #1589530: Click preview link for longer preview. BUSINESS LEASE -------------- THIS AGREEMENT, entered into this day ____ of JANUARY, 2001 between FRED KELLER, TRUSTEE, hereinafter called the Lessor, party of the first part and, HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC. of the County of PALM BEACH and state of FLORIDA, hereinafter called the Lessee or tenant, party of the second part: WITNESSETH, That the said Lessor does this day lease unto said Lessee, and said Lessee does hereby hire and take as tenant under said Lessor 3750 INVESTMENT LANE, UNIT 5, RIVIERA . . . 1589530	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Business Lease: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – EXHIBIT 10.6 BUSINESS LEASE -------------- THIS AGREEMENT, entered into this day ____ of JANUARY, 2001 between FRED KELLER, TRUSTEE, hereinafter called the Lessor, party of the first part and, HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . of the County of PALM BEACH and state of FLORIDA, hereinafter called the Lessee or tenant, party of the second part: WITNESSETH, That the said Lessor does this day _____________ HEALTH & NUTRITION SYSTEMS ------------------------------------ ------------- INTERNATIONAL, INC – written. Signed, sealed and delivered in the presence of: Date 1/2/01 /s/ Agent (Seal) ------------------------------------ ------------- -------------------------------------------- WITNESS AS TO LESSOR FRED KELLER, TRUSTEE, LESSOR Date HEALTH & NUTRITION SYSTEMS ------------------------------------ ------------- INTERNATIONAL, INC ., LESSEE WITNESS AS TO LESSEE By: /s/ Christopher Tisi --------------------------------------- CHRISTOPHER TISI, PRESIDENT ADDITIONAL INFORMATION: ---------------------- ADDRESS: ------------------------------------------- PHONE: ------------------------------------ DL#: STATE: FLORIDA --------------------- ---------- DOB: SS#: ------------------- --------------- 8 INDUSTRIAL PARK RULES --------------------- 1. IN _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – NOTIFICATION OF SUCH EXCESS USE BY OWNER. YOUR COOPERATION IS REQUIRED IN THESE MATTERS! I have read and will comply with the above rules and regulations of Fred Keller, Trustee. HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC ., Lessee ------------------------------------------------------- ---------------- Date By: /s/ Christopher Tisi -------------------------------------------------- Christopher Tisi, President 9 HAZARDOUS WASTE AGREEMENT ------------------------- I, Christopher Tisi of Health & Nutrition Systems International, Inc. occupying 3750 Investment Lane, Unit 5, _____________ Health & Nutrition Systems International, Inc – rules and regulations of Fred Keller, Trustee. HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC., Lessee ------------------------------------------------------- ---------------- Date By: /s/ Christopher Tisi -------------------------------------------------- Christopher Tisi, President 9 HAZARDOUS WASTE AGREEMENT ------------------------- I, Christopher Tisi of Health & Nutrition Systems International, Inc . occupying 3750 Investment Lane, Unit 5, Riviera Beach, FL 33404, have been advised by LESSOR that I am not to dispose of hazardous waste including, but not limited to, _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – immediately cease and I will be subject to criminal and civil penalties. Following is the name and phone number of the party who hauls/removes my waste materials: (name) ----------------------------------------------------------------------- (phone #) -------------------------------------------------------------- HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC ., Lessee ------------------------------------------------------- ----------------- Date By: /s/ Christopher Tisi --------------------------------------------------------------- Christopher Tisi, President 10 TENANT ENVIRONMENTAL CHECK-LIST ------------------------------- (Please circle either Y or N for your response) 1. _____________ dt 1869076 ;	Gales Industries Gales Industries Inc
$39	Preview Subscribers	2004	Code of Business Conduct and Ethics Code of Business Conduct and Ethics (20K) Doc #1589465: Click preview link for longer preview. HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC. (THE "COMPANY") CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. All Company employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. In appropriate circumstances, the Code should also be provided to and followed by the Company's . . . 1589465	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Code of Business Conduct and Ethics: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – EX-14.1 3 business_conduct141.txt BUSINESS CONDUCT Exhibit 14.1 HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . (THE "COMPANY") CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – relationships; o full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and o compliance with applicable governmental rules and regulations. 6 HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . (THE "COMPANY") FINANCIAL CODE OF ETHICS The reliability and integrity of the Company's financial statements and other financial information as may be included in reports filed with or _____________ dt 1560886 ;	Gales Industries Gales Industries Inc
$41	Preview Subscribers	2003	Code of Business Conduct and Ethics Code of Business Conduct and Ethics (20K) Doc #1589475: Click preview link for longer preview. HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC. (THE "COMPANY") CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. All Company employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. In appropriate circumstances, the Code should also be . . . 1589475	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Code of Business Conduct and Ethics: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – EX-14.1 3 codeofbusiness-141.txt CODE OF BUSINESS CONDUCT Exhibit 14.1 HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . (THE "COMPANY") CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – relationships; o full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by the Company; and o compliance with applicable governmental rules and regulations. 6 HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . (THE "COMPANY") FINANCIAL CODE OF ETHICS The reliability and integrity of the Company's financial statements and other financial information as may be included in reports filed with or _____________ dt 1560887 ;	Gales Industries Gales Industries Inc
$37	Preview Subscribers	2002	Employment Agreement Employment Agreement (4K) Doc #1589487: Click preview link for longer preview. FIRST AMENDMENT TO ------------------ EMPLOYMENT AGREEMENT -------------------- This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment") is made and entered into as of this 29th day of April, 2002 by and between HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC., a Florida corporation ("HNS", "Company" or the "Employer"), and CHRIS TISI, an individual (the "Employee"). . . . 1589487	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Employment Agreement: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – FIRST AMENDMENT TO ------------------ EMPLOYMENT AGREEMENT -------------------- This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "First Amendment") is made and entered into as of this 29th day of April, 2002 by and between HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC ., a Florida corporation ("HNS", "Company" or the "Employer"), and CHRIS TISI, an individual (the "Employee"). Preliminary Statement --------------------- The parties have entered into an Employment Agreement (the "Agreement") effective as _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – counterpart. IN WITNESS WHEREOF, the Employer and the Employee have executed and delivered this First Amendment to Employment Agreement as of the day and year first above written. THE EMPLOYER: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . By: /s/Ted Alflen ---------------------------------------- Name: Ted Alflen Title: Director THE EMPLOYEE: /s/Christopher Tisi ---------------------------------------- Chris Tisi 2 _____________ dt 1317911 ;	Gales Industries Gales Industries Inc
$36	Preview Subscribers	2002	Exclusive Manufacturing Agreement Exclusive Manufacturing Agreement (19K) Doc #1589505: Click preview link for longer preview. EXCLUSIVE MANUFACTURING AGREEMENT This EXCLUSIVE MANUFACTURING AGREEMENT (this "Agreement") is entered into as of April 11, 2002, between Garden State Nutritionals, a division of Vitaquest International, Inc., a Delaware Corporation, with offices located at 8 Henderson Drive, West Caldwell, New Jersey 07006 ("Garden State"), and HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC., with offices located at 3750 Investment Lane, Suite 5, West Palm Beach, FL 33407 ("HNS"). Whereas, HNS desires that Garden State manufacture . . . 1589505	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Exclusive Manufacturing Agreement: HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – 11, 2002, between Garden State Nutritionals, a division of Vitaquest International, Inc., a Delaware Corporation, with offices located at 8 Henderson Drive, West Caldwell, New Jersey 07006 ("Garden State"), and HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC ., with offices located at 3750 Investment Lane, Suite 5, West Palm Beach, FL 33407 ("HNS"). Whereas, HNS desires that Garden State manufacture for HNS its requirements of dietary supplements _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – Agreement, effective as of the date first above written. GARDEN STATE NUTRITIONALS, a division of Vitaquest International, Inc. /s/ Keith Frankel ---------------------------- By: Keith Frankel Its: President and C.E.O. HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . /s/ Christopher Tisi ----------------------------- By: Christopher Tisi Its: Chief Executive Officer _____________ dt 1684905 ; Gales Industries Gales Industries Inc ;	Greenberg Greenberg Traurig ( Legal ) As referenced in this Exclusive Manufacturing Agreement: Greenberg Traurig – Health and Nutrition Systems International, Inc. Attention: President 3750 Investment Lane, Suite 5 West Palm Beach, FL 33407 Facsimile: (888) 478-8467 4 Copy to: Denise G. Reeder, Esq. Greenberg Traurig , P.A. 777 S. Flagler Dr., Suite 300E West Palm Beach, FL 33418 Facsimile: 561-655-6222 If to Garden State: Garden State Nutritionals President 8 Henderson Dr. West _____________ dt 1685592
$45	Preview Subscribers	2002	Factoring and Security Agreement Factoring and Security Agreement (38K) Doc #136940: Click preview link for longer preview. FACTORING AND SECURITY AGREEMENT -------------------------------- THIS FACTORING AGREEMENT is made effective as of March 15, 2002 by and between Health & Nutrition Systems International, Inc., a Florida Corporation ("Seller") and LSQ FUNDING GROUP L.C., a Florida limited liability company ("Purchaser"). 1. SALE; PURCHASE PRICE; BILLING; RESERVE -------------------------------------- 1.1. ASSIGNMENT AND SALE. 1.1.1. Seller shall offer to sell to Purchaser as absolute owner such of Seller's Accounts as are listed from time to time on a Schedule of Accounts. 1.1.2. Each Schedule of Accounts shall be accompanied by such documentation supporting and evidencing the Account as Purchaser shall from time to time request. 1.1.3. Purchaser shall purchase from Seller such Accounts as Purchaser determines to be Eligible Accounts, so long as the Balance Subject to Funds Usage Fee does not exceed, before and after such purchase, the Maximum Amount. 1.1.4. Purchaser shall pay the Purchase Price, less any amounts due to Purchaser from Seller, including, without limitation, any amounts due under Section 1.3.2 hereof, of any Purchased Account, to Seller's Deposit Account within one (1) Business Day of the Purchase Date, whereupon such Account shall be deemed purchased hereunder. 1.2. BILLING. Purchaser may send a monthly statement to all Account Debtors itemizing their account activity during the preceding billing period. All Account Debtors will be instructed to make payments to Purchaser. 1.3. RESERVE ACCOUNT 1.3.1. Purchaser may apply a portion of any Purchase Price to the Reserve Account in the amount of the Reserve Shortfall. 1.3.2. Seller shall pay to Purchaser on demand the amount of any Reserve Shortfall. 1.3.3. Purchaser shall pay to Seller upon Seller's request, any amount by which the Reserve Account exceeds the Required Reserve Amount. 1.3.4. Purchaser may charge the Reserve Account with any Obligation, including any amounts due from Seller to Purchaser hereunder. 1.3.5. Purchaser may pay any amounts due Seller hereunder by a credit to the Reserve Account. 136940	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Factoring and Security Agreement: Health & Nutrition Systems International, Inc – ex10-3.txt {DESCRIPTION}FACTORING AND SECURITY AGREEMENT {TEXT} Exhibit 10.3 FACTORING AND SECURITY AGREEMENT -------------------------------- THIS FACTORING AGREEMENT is made effective as of March 15, 2002 by and between Health & Nutrition Systems International, Inc ., a Florida Corporation ("Seller") and LSQ FUNDING GROUP L.C., a Florida limited liability company ("Purchaser"). 1. SALE; PURCHASE PRICE; BILLING; RESERVE -------------------------------------- 1.1. ASSIGNMENT AND SALE. 1.1. _____________ dt 1317904 ;	LSQ Funding Group L.C.
$33	Preview Subscribers	2002	Indemnification Agreement Indemnification Agreement (5K) Doc #136941: Click preview link for longer preview. INDEMNIFICATION AGREEMENT ------------------------- Date: March 15, 2002 LSQ FUNDING GROUP L.C. One South Orange Avenue Suite 405 Orlando FL 32801 Re: Health & Nutrition Systems International, Inc. Ladies and Gentlemen: In order to induce you to extend financial accommodations to the Client pursuant to the Factoring and Security Agreement (the "Agreement") between you and the Client of even date herewith, the undersigned hereby warrants and represents to you as follows: 1. All Client's accounts which have been or will be reported to you by or on behalf of the Client under the Agreement and in which you hold a security interest ("Accounts"), whether such reports are in the form of agings, borrowing base certificates, collateral reports or financial statements, are genuine and in all respects what they purport to be, represent bona fide obligations of Client's customers arising out of the sale and completed delivery of merchandise sold by the Client (the "Sold Goods") in the ordinary course of its business in accordance with and in full and complete performance of customer's (each, a "Customer") order thereof. 2. All original checks, drafts, notes, letters of credit, acceptances and other proceeds of the Accounts, received by the Client, will be held in trust for you and will immediately be forwarded to you upon receipt, in kind, in accordance with the terms of the Agreements. 136941	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Indemnification Agreement: Health & Nutrition Systems International, Inc – 4.txt {DESCRIPTION}INDEMNIFICATION AGREEMENT {TEXT} Exhibit 10.4 INDEMNIFICATION AGREEMENT ------------------------- Date: March 15, 2002 LSQ FUNDING GROUP L.C. One South Orange Avenue Suite 405 Orlando FL 32801 Re: Health & Nutrition Systems International, Inc . Ladies and Gentlemen: In order to induce you to extend financial accommodations to the Client pursuant to the Factoring and Security Agreement (the "Agreement") between you and the Client _____________ dt 1317905 ;	LSQ Funding Group L.C.
$39	Preview Subscribers	2001	Secured Party's Bill of Sale Secured Party's Bill of Sale (15K) Doc #124467: Click preview link for longer preview. SECURED PARTY'S BILL OF SALE This Secured Party's Bill of Sale and Agreement (the "Secured Party's Bill of Sale") is made this 12th day of January, 2001 by and between: FLEET NATIONAL BANK, Agent, with an office at 100 Federal Street, Boston, Massachusetts (the "Secured Party"); and Health & Nutrition Systems International, Inc., a Florida corporation with an office at 3750 Investment Lane, Suite 5, West Palm Beach, Florida 33404 (the "Purchaser") in consideration of all amounts required to be paid and performed in accordance with this Secured Party's Bill of Sale. Sale of Assets. -------------- 1. For good and valuable consideration, and in consideration of the payment by the Purchaser of the sum of One Hundred Seventy-Nine Thousand Twenty-Eight and 35/100 ($179,028.35) Dollars (the "Purchase Price"), the Secured Party hereby sells, assigns, and transfers to the Purchaser all right, title, and interest of Heritage Consumer Products, LLC, a Delaware limited liability company (the `Borrower") in and to certain tangible and intangible personal property comprising certain of the Borrower's business assets (collectively, the "Purchased Assets") listed on Exhibit "A," annexed hereto and incorporated herein by reference, in which The Secured Party has been granted a security interest by the Borrower. Representations of Secured Party. -------------------------------- 2. The Secured Party warrants and represents that: a. The Secured Party was granted by the Borrower, and currently holds, a valid perfected security interest in all of the Purchased Assets. b. The Secured Party has not previously sold, assigned, transferred, or encumbered the Purchased Assets. c. The execution by the Secured Party of this Secured Party's Bill of Sale and the performance by the Secured Party of its obligations hereunder have been duly authorized by all requisite corporate action. Neither such execution nor such performance will violate any order of any court or governmental agency or any agreement by which the Secured Party is bound: 124467	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Secured Party's Bill of Sale: Health & Nutrition Systems International, Inc – of Sale") is made this 12th day of January, 2001 by and between: FLEET NATIONAL BANK, Agent, with an office at 100 Federal Street, Boston, Massachusetts (the "Secured Party"); and Health & Nutrition Systems International, Inc ., a Florida corporation with an office at 3750 Investment Lane, Suite 5, West Palm Beach, Florida 33404 (the "Purchaser") in consideration of all amounts required to be paid and _____________ HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC – Massachusetts this 12th day of January, 2001. "Secured Party" FLEET NATIONAL BANK, Agent By: /s/ ----------------------------------- Title: Authorized Officer ----------------------------------- Date: January 12, 2001 Accepted on the terms set forth herein: "Purchaser" HEALTH & NUTRITION SYSTEMS INTERNATIONAL, INC . By: /s/Christopher Tisi ----------------------------------- Title: President ------------------- Date: January 12, 2001 Consented to by: HERITAGE CONSUMER PRODUCTS, LLC By: /s/ Ronald N. Kittner ------------------------------------- Title: President ------------------------------------- Date: January 12, 2001 {PAGE} _____________ dt 1317903 ;	Fleet National Fleet National Bank ( Financial ) As referenced in this Secured Party's Bill of Sale: FLEET NATIONAL BANK, – Bill of Sale and Agreement (the "Secured Party's Bill of Sale") is made this 12th day of January, 2001 by and between: FLEET NATIONAL BANK, Agent, with an office at 100 Federal Street, Boston, Massachusetts (the "Secured Party"); and Health & Nutrition Systems International, Inc., a Florida corporation _____________ FLEET NATIONAL BANK, – shall have exclusive jurisdiction with respect to any such action. {PAGE} Executed at Boston, Massachusetts this 12th day of January, 2001. "Secured Party" FLEET NATIONAL BANK, Agent By: /s/ ----------------------------------- Title: Authorized Officer ----------------------------------- Date: January 12, 2001 Accepted on the terms set forth herein: "Purchaser" HEALTH & NUTRITION SYSTEMS INTERNATIONAL, _____________ dt 103860
$36	Preview Subscribers	2002	Subordination Agreement Subordination Agreement (14K) Doc #136942: Click preview link for longer preview. LSQ FUNDING GROUP P.C. SUBORDINATION AGREEMENT THIS AGREEMENT is entered into as of this 11th day of April 2002 by and between LSQ FUNDING GROUP L.C., a Florida corporation, located at 1403 West Colonial Drive, Orlando, FL 32804 (hereinafter referred to as "LSQ") and GARDEN STATE NUTRITIONALS, a division of VITAQUEST INTERNATIONAL, INC. a Delaware corporation located at 8 Henderson Drive, West Caldwell, New Jersey (hereinafter referred to as "GSN"). (LSQ and GSN are sometimes hereinafter collectively called "Creditors" and individually, a "Creditor"). ARTICLE 1. BACKGROUND ---------- 1.01. Health & Nutrition Systems International, Inc, a Florida corporation located at 3750 Investment Lane, Suite 5, West Palm Beach, Florida 33407 (hereinafter referred to as the "Client") entered into a Factoring and Security Agreement with LSQ effective as of March 15, 2002, as same may be modified, extended, or amended from time to time (hereinafter referred to as the "Credit Agreement") pursuant to which the Client sells certain of its accounts receivable to LSQ which accounts receivable arise out of the ordinary course of business as more fully set forth in the Credit Agreement. To secure its obligations to LSQ in connection with the Credit Agreement, the Client has provided LSQ with a first priority security interest in all of its accounts receivable, contract rights, documents, instruments, chattel paper, inventory, equipment, general intangibles, books, records, returns, repossessions, deposits and credit balances in relation thereto, and all increases, substitutions and accessions thereto, wherever situated, now owned by the Client or hereafter acquired together with the proceeds of such collateral (hereinafter referred to as the "Collateral"). 1.02 GSN, as the manufacturer of the Client's products, has extended credit to the Client (the "GSN Loans"). In connection therewith, the Client has simultaneously with the execution hereof, granted to GSN a second priority security interest in the Collateral. 1.03 The Client and GSN have agreed with LSQ that in order for LSQ to provide the financing of the Client as referenced in the Credit Agreement, LSQ must have a first priority lien in the Collateral. 1.04 The Client and LSQ have agreed that GSN shall have a second priority security interest in the Collateral which security interest shall only be enforceable upon the occurrence of any of the following: (i) the Client has become insolvent or has failed to pay its debts generally as such debts become due (including its obligations to pay under the Credit Agreement) or has admitted in writing its inability to pay any of its indebtedness; (ii) has consented to or has petitioned or applied to any authority for the appointment of a receiver, liquidator, trustee or similar official for itself or for all or any substantial part of its properties or assets or that any such trustee, receiver, liquidator or similar official has been appointed; or (iii) that insolvency, reorganization, arrangement or liquidation proceedings (or similar proceedings) have been instituted by or against the Client. 136942	H&NSI Health & Nutrition Systems International Inc. ( Food Processing ) As referenced in this Subordination Agreement: Health & Nutrition Systems International, Inc – 8 Henderson Drive, West Caldwell, New Jersey (hereinafter referred to as "GSN"). (LSQ and GSN are sometimes hereinafter collectively called "Creditors" and individually, a "Creditor"). ARTICLE 1. BACKGROUND ---------- 1.01. Health & Nutrition Systems International, Inc , a Florida corporation located at 3750 Investment Lane, Suite 5, West Palm Beach, Florida 33407 (hereinafter referred to as the "Client") entered into a Factoring and Security Agreement with _____________ Health & Nutrition Systems International, Inc – CEO ------------------------------------ The Client hereby consents to all of the terms and conditions of the foregoing Subordination Agreement, and agrees to be bound in all respects thereby. {TABLE} {CAPTION} {S} {C} Health & Nutrition Systems International, Inc ., a Florida corporation ------------------------------ ------------------------------ Name: Christopher Tisi ______________________________ Title: President and Chief Executive Officer {/TABLE} 5 {/TEXT} {/DOCUMENT} _____________ dt 1317906 ; LSQ Funding Group P.C.;	Garden State Nutritionals

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