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ACQUISITION AGREEMENT

Asset Purchase Agreement

ACQUISITION AGREEMENT | Document Parties: IDZIN, Inc | Metabolic Research, Inc You are currently viewing:
This Asset Purchase Agreement involves

IDZIN, Inc | Metabolic Research, Inc

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Title: ACQUISITION AGREEMENT
Governing Law: Nevada     Date: 5/22/2007

ACQUISITION AGREEMENT, Parties: idzin  inc , metabolic research  inc
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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.

<PAGE>

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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