SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

This Second Amendment (this “ Amendment ”) to that certain Asset Purchase Agreement, dated as of October 1, 2008, as amended by that certain First Amendment to Asset Purchase Agreement, dated as of March 2, 2009 (the “ Agreement ”), by and among NDS Nutritional Products, Inc., a Nebraska corporation (“ Seller ”), Bond Laboratories, Inc., a Nevada corporation (“ Buyer ”), and Cory Wiedel and Ryan Zink (each, a “ Shareholder ” and together, the “ Shareholders ”), is entered into effective as of September 30, 2009, by and among Buyer, Seller, Shareholders, and, with respect to certain sections of the Agreement, NDS Nutrition Products, Inc., a Florida corporation (“ Buyer Sub ”).  Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.

WHEREAS, pursuant to the Agreement, Seller sold and transferred, and Buyer purchased and assumed, the Acquired Assets and the Assumed Liabilities, respectively;

WHEREAS, Buyer assigned the Acquired Assets and certain of the Assumed Liabilities to Buyer Sub as permitted by Section 10.5 of the Agreement;

WHEREAS, the parties, in accordance with Section 10.4 of the Agreement, desire to amend the Agreement pursuant to the terms and provisions of this Amendment.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises herein contained, the parties hereby agree as follows:

1.            Table of Definitions .

(a)           The definition of “ Acquisition Agreements ” shall be amended to include the “New Note” and the “Zink Agreement”, and to include amendments to the Acquisition Agreements.

(b)           The definition of “Component Inventory” is hereby amended and restated in its entirety to read as follows:

“’ Component Inventory ’ shall mean the Product Inventory which consists of component parts (e.g., lids, labels, bottles, boxes, packaging).”

(c)           The definition of “Earn-Out Amount” is hereby amended and restated to read in its entirety to read as follows:

“’ Earn-Out Amount ’ shall mean $330,420.21.”

(d)           The definition of “Fixed Assets” shall be amended and restated in it entirety to read as follows:

“ Fixed Assets ” means those fixed assets of Seller listed on Schedule 2.1(iii) hereto.”

(e)           The definition of “Notes” shall be amended and restated in its entirety to read as follows:

“ Notes ” means (i) that certain Secured Promissory Note (Installment Note), originally issued by Buyer in favor of Seller as of October 1, 2008; (2) that certain Secured Promissory Note (Component Inventory), originally issued by Buyer in favor of Seller as of October 1, 2008; and (3) that certain Secured Promissory Note (Fixed Assets), originally issued by Buyer in favor of Seller as of October 1, 2008.”

(f)           “ Remaining Earn-Out Amount ” means $275,000; provided, however, that this amount shall be reduced by: (A) $25,000 if Buyer makes one or more pre-payments (i.e., payments in addition to the regularly scheduled monthly payment) under the New Note in the aggregate amount of $250,000 after December 31, 2009 but on or before June 30, 2010, or (B) $50,000 if Buyer makes one or more pre-payments (i.e., payments in addition to the regularly scheduled monthly payment) in the aggregate amount of $225,000 on or before December 31, 2009, in each case which reduction of the principal amount shall be deemed automatically effective as of the date of receipt of the applicable aggregate amount.

(g)           The following definitions shall be added to Schedule 1.0 “Table of Definitions”:

“ Acquired Inventory ” has the meaning set forth in Section 1.6 hereof.”

“ New Note ” has the meaning set forth in Section 2.1(ii) hereof.”

“ Product Inventory Amount ” means $105,923.63.”

“ Seller Cap Amount ” has the meaning set forth in Section 9.5(b) hereof.”

“ Zink Agreement ” means that certain Agreement, dated as of September 1, 2009, by and among Buyer, Buyer Sub, Seller, and the Shareholders.

(h)           The following defined terms (and accompanying definitions) shall be deleted from the Table of Definitions: “Actual Quarterly Earn-Out Payment”, “Auditor”, “Earn-Out Materials”, “FAP Note”, “GP Adjustment Amount”, “GP Objection Notice”, “GP Objection Period”, “GP Period”, “GP Quarterly Target” and “Target Quarterly Earn-Out Payment”.

2.             Product Inventory Purchases .

(a)           Section 1.6 of the Agreement is hereby amended and restated in its entirety to read as follows:

“1.6.            Purchases of Product Inventory .  Upon effectiveness of the New Note, Buyer shall be deemed to have purchased the Product Inventory set forth on Schedule 1.6 (the “