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ACQUISITION AGREEMENT
ACQUISITION AGREEMENT ("the Agreement"), dated May 18, 2007, by
and
between Metabolic Research, Inc., ("MTBR"), a Nevada corporation
having an
office at 10635 Lessona St., Las Vegas, NV 89141 and IDZIN,
Inc., ("IDZIN"),
a Nevada corporation having an office at 2802 Northpointe Ln.,
Tampa, FL 33611.
RECITALS:
WHEREAS, MTBR is in the business of developing or acquiring
proprietary technologies and intellectual properties, thereafter
exploiting
and capitalizing on such directly or indirectly in the
marketplace; and
WHEREAS, IDZIN has developed certain proprietary software and
related
technologies and established a unique market system addressing
MTBR's
primary target market; and
WHEREAS, MTBR desires to acquire absolute unfettered entree to
IDZIN's
current and future customers and resellers.
NOW THEREFORE, in consideration of the mutual covenants and
agreements
herein, and other good and valuable consideration, the
adequacy,
sufficiency and receipt of which are hereby acknowledged, the
parties
hereto agree as follows:
ARTICLE I
Definitions
1.0 Definitions. As used in this Agreement, the following terms
shall
have the following meanings:
(a) "Acquisition" means that MTBR is acquiring IDZIN as a wholly
owned
subsidiary to operate as a Division of MTBR, maintaining its own
books and
accounting.
(b) "Acquired Assets" means that the totality of IDZIN, together
with
its products, trade names, technologies and all further
extensions thereto in
equity, custom, and law, outstanding contracts, proprietary
software,
websites, equipment, supplies, and customers.
ARTICLE II
Acquisition Grant
2.0 Conveyance. IDZIN hereby conveys to MTBR, and MTBR
hereby
accepts, an absolute, exclusive, unfettered, irrevocable, and
absolute
ownership (the "Acquisition") of any and all ownership and
rights to its
corporate structure and assets , including proprietary software,
websites,
equipment, supplies, and customers (the "Acquired Assets").
ARTICLE III
CONSIDERATION
3.0 Consideration. In consideration of the Acquisition, MTBR
shall
issue to the individual shareholders of record of IDZIN as of
April 30,
2007, on a one for one basis an aggregate of ten million six
hundred ninety
thousand (10,690,000) shares of its convertible preferred shares
of stock,
collectively the Consideration Shares, in exchange for the
outstanding
shares of IDZIN, Inc.
3.1. Conversion. The subject Consideration shares shall
automatically
convert to common restricted (Rule 144) shares one hundred
eighty days from
today's date. Such shares shall maintain today's date as the
date of origin
(the "tacking" date) and MTBR shall supply attorney opinion
letters as needed.
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ARTICLE IV
Representations and Warranties
4.0 IDZIN's Representations and Warranties. IDZIN hereby
warrants and
represents to MTBR that:
(a) Authority. This Agreement constitutes the legal, valid
and
binding obligation of IDZIN, enforceable against in accordance
with its
terms. Upon the execution and delivery by IDZIN of this
Agreement, this
Agreement will constitute the legal, valid and binding
obligation of IDZIN,
enforceable in accordance with its terms. IDZIN has the absolute
and
unrestricted right, power and authority to execute and deliver
this
Agreement and to perform its obligations under this Agreement,
and such
action has been duly authorized by all necessary action of
IDZIN.
(b) No Consent Required. IDZIN is not required to give any
notice to or
obtain any con
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