AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “ Agreement”) is dated September 28, 2009, and is by and between Qualsec, a Wyoming corporation (the “Company”) and Vitamin Spice, LLC, a Delaware limited liability company (“Vitamin Spice ” ).

R E C I T A L S

WHEREAS, the shareholders of Vitamin Spice ("Shareholders") own the membership interests of Vitamin Spice as set forth in Schedule 1 attached here­to, constitut­ing all of the issued and out­standing membership interests of Vitamin Spice (the “ Vitamin Spice Interests”);

WHEREAS,  the Company is a public company, required to file reports under Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");

WHEREAS, the Board of Directors of the Company and Vitamin Spice deem it advisable that the acquisition by the Company of Vitamin Spice be effected through an exchange (the "Exchange") of Vitamin Spice Interests pursuant to this Agreement;

WHEREAS, the Company desires to acquire all of the outstanding Vitamin Spice Interests for shares of Common Stock of the Company.

A G R E E M E N T

NOW, THEREFORE, in consideration of the mutual covenants and agreements con­tained herein and in reliance upon the representa­tions and warranties hereinafter set forth, the parties agree as follows:

I.  EXCHANGE

1.01   Exchange .  The Shareholders shall exchange all of their Vitamin Spice Shares for a total of 100,000,000 shares of Common Stock of the Company (the "Common Stock") at the Closing of this Agreement. Giving effect to certain issuances for conversion of debt pursuant to Section 6.01 hereof, and a 1-for-30 reverse stock split to be effected in the next 30 days, there shall be 121,000,000 shares of Common Stock outstanding after Closing.

1.02.

Closing .  The Closing of the transactions contemplated by this Agreement (the "Closing") shall take place on or before September 28, 2009 at the corporate offices of Vitamin Spice.

1.03.

Deliveries .  Upon Closing, the parties are delivering the following documents:

1.03(a).  The items and documents set forth in Sections 1.01 and 1.02.

1.03(b).  The Company shares of Common Stock described in Section 1.02.

1.03(c).  The Company shall deliver the resignations of all of its current officers and directors, and board resolutions electing Edward Bukstel,  and Dror Rom to the Board of Directors of the Company, Edward Bukstel as President and CFO  and Dror Rom as Secretary.

1.04.

Filings .  Immediately following the Closing, the Company shall file the following documents:

1.04(a).  A Current Report on Form 8-K with the U.S. Securities and Exchange Commission, reporting the transactions set forth in this Agreement.

1.04(b).  An information statement with the U.S. Securities and Exchange Commission changing the name of the Company to "Vitamin Spice" or a similar name as may be determined by the Board of Directors.

II.

REPRESENTATIONS AND WARRANTIES OF VITAMIN SPICE AND COFFEE

Vitamin Spice repre­sents and warrants to the Company as fol­lows, as of the date of this Agreement and as of the Closing:

2.01.   Organization .

2.01(a).  Vitamin Spice is a limited liability company duly or­gan­ized, validly existing and in good stand­ing under the laws of the State of Delaware; Vitamin Spice has the  power and auth­or­ity to carry on its business as presently con­ducted; and Vitamin Spice is quali­fied to do business in all juris­dictions where the failure to be so quali­fied would have a material adverse effect on its busi­ness.

2.02.   Capitalization .

2.02(a).  The membership interests of  Vitamin Spice is as set forth on Exhibit 2.02(a).  All of the issued and interests of Vitamin Spice are duly author­ized, validly issued, fully paid and nonassess­able.

2.02(b).  Except as set forth in Exhibit 2.02(b) there are no outstanding options, warrants, or rights to purchase any securities of Vitamin Spice.  

2.03.

Subsidiaries and Investments .  Vitamin Spice does not own any capital stock or have any interest in any corpor­ation, part­nership or other form of business organization, except as de­scribed in Exhibit 2.03 hereto.

2.04.

Financial Statements .  The financial statements of Vitamin Spice as of and for the two years ended June 30, 2009, including the balance sheets as of June 30, 2009 and 2008 and the related audited statement of operations, cash flows and changes in stockholders' equity for the two years then ended present fairly the financial position and results of operations of Vitamin Spice, on a consistent basis. The audit of such financial statements shall be completed within 4 business days of the Closing.  

2.05.

No Undisclosed Liabilities .  To the best knowledge of Vitamin Spice, other than as described in Exhibit 2.05 attached hereto, Vitamin Spice is not sub­ject to any material liabil­ity or obligation of any nature, whe­ther ab­solute, accrued, contin­gent, or otherwise and whether due or to  become due, which is not reflected or reserved against in the Financial State­ments, except those incurred in the normal course of business.

2.06.

Absence of Material Changes .  Since June 30, 2009, except as described in any Exhibit attached hereto or as required or permit­ted under this Agreement, there has not been:

2.06(a).  any material adverse change in the condition (financial or otherwise) of the properties, assets, liabilities or business of Vitamin Spice, except chan­ges in the ordi­nary course of business which, individ­ually and in the ag­gregate, have not been ma­ter­ially adverse;

2.06(b).  any redemption, purchase or other acquisition of any shares of the capital stock of Vitamin Spice, or any issuance of any shares of capital stock or the grant­ing, issuance or exercise of any rights, warrants, options or commitments by Vitamin Spice relating to their auth­or­ized or issued capital stock; or

2.06(c).  any change or amendment to the Certificate of Incor­poration of Vitamin Spice.

2.07.

Litigation .   Except as set forth in Exhibit 2.07 at­tached hereto, to the best knowledge of Vitamin Spice there is no litigation, proceeding or investigation pending or threat­ened against Vitamin Spice affecting any of its properties or assets against any officer, director, or stockholder of Vitamin Spice that might result, either in any case or in the aggregate, in any ma­terial adverse change in the business, opera­tions, affairs or condition of Vitamin Spice or its proper­ties or as­sets, or that might call into question the valid­ity of this Agree­ment, or any action taken or to be taken pursuant here­to.

2.08.

Title To Assets .  Vitamin Spice has good and marketable title to all of its assets and proper­ties now car­ried on its books includ­ing those reflected in the balance sheets con­tained in the  Financial Statements, free and clear of all liens, claims, charges, security interests or other encum­bran­ces, except as described in Ex­hibit 2.08 at­tached hereto or any other Ex­hibit.

2.09.

Transactions with Affiliates, Directors and Share­holders .  Except as set forth in Exhibit 2.09 attached hereto, there are and have been no con­tracts, agree­ments, arrangements or other transactions between Vitamin Spice, and any officer, di­rec­tor, or stock­holder of Vitamin Spice, or any cor­poration or other en­tity controlled by the Shareholders, a member of the Shareholders' families, or any affiliate of the Shareholders.

2.10.

No Conflict .  The execution and delivery of this Agree­ment and the consumma­tion of the transactions contemplated hereby will not conflict with or result in a breach of any term or pro­vision of, or constitute a default under, the Articles of Incor­poration or Bylaws of Vitamin Spice, or any agre­ement, con­tract or instru­ment to which Vitamin Spice is a party or by which it or any of its assets are bound.

2.11.

Disclosure .  To the actual knowledge of Vitamin Spice, neither this Agreement, the Fin­ancial Statements nor any other agree­ment, document, certificate or writ­ten or oral statement furnished to the Company by or on behalf of Vitamin Spice in connection with the trans­actions con­tem­plated hereby, contains any untrue state­ment of a material fact or when taken as a whole omits to state a ma­terial fact nec­es­sary in order to make the state­ments con­tained herein or therein not mis­leading.

2.12.

Authority .  Vitamin Spice has full power and authority to enter into this Agree­ment and to carry out the transactions con­templated herein.  The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, have been duly authorized and approved by the Board of Directors of Vitamin Spice and, other than the approval by the Shareholders of Vitamin Spice described in Section 6.04, no other corporate proceed­ings on the part of Vitamin Spice are necessary to authorize this Agree­ment and the transactions con­templated hereby.

III.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Vitamin Spice as fol­lows, as of the date of this Agreement and as of the Closing:

3.01.   Organization .

3.01(a).  The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Wyoming; has the corporate power and authority to carry on its business as presently conducted; and is quali­fied to do business in all jurisdictions where the failure to be so qualified would have a material adverse effect on the business of the Company.

3.01(b).  The copies of the Articles of Incorpor­ation, of the Company, as certi­fied by the Secretary of State of Wyoming, and the Bylaws of the Com­pany are complete and correct copies of the Articles of Incorp­ora­tion and the Bylaws of the Company as amend­ed and in effect on the date hereof.  All minutes of meetings and ac­tions in writing without a meeting of the Board of Directors and shareholders of the Company are contained in the minute book of the Company and no minutes or actions in writing without a meeting have been included in such minute book since such delivery to Vitamin Spice that have not also been de­livered to Vitamin Spice.

3.02.

Capitalization of the Company .  The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and Preferred Stock, no par value per share, of which 21,000,000 shares will be out­stand­ing at Closing giving effect to the Reverse Split, and no shares of preferred stock.  All outstanding shares are and will be duly auth­orized, validly issued, fully paid and non-assessable.  

3.03.

Subsidiaries and Investments .  The Company does not own any capital stock or have any interest in any corporation, partnership, or other form of business organization.

3.04.

Authority .  The Company has full power and authority to enter into this Agree­ment and to carry out the transactions con­templated