LICENCE AGREEMENT

LICENCE AGREEMENT (this “Agreement” ), entered in Montreal, Quebec, Canada, as of September 11, 2008.

 (hereinafter called " ONS" )

WHEREAS ONS has rights in certain technology known as Nutra-Pro 80-20;

WHEREAS ONS is interested in granting license rights to market and sell the ONS Product (as defined below) and to use the Trademarks (as defined below) in the Territory (as defined hereinafter);

WHEREAS ONS owns or has access to the equipment, facilities and has the required skills to manufacture or have manufactured the ONS Product in accordance with applicable standards;

WHEREAS BIO desires to acquire license and Trademark rights to the ONS Product in the Territory, upon the terms and conditions herein set forth in this Agreement;

WHEREAS BIO wishes to retain the services of ONS to supply it with the ONS Product upon the terms and conditions set forth this Agreement;

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN AND INTENDING TO BE LEGALLY BOUND, THE PARTIES HEREBY AGREE AS FOLLOWS:

1.   DEFINITIONS (Defined Terms) .  Each time the following terms are used in this agreement and as far as the context does not clearly give them another meaning, they shall have the following meaning:

1.1.   “ Affiliates ” shall mean any legal entity (such as a corporation, partnership, or limited liability company) that controls is controlled by, or under common control with, BIO or ONS, as applicable.  For the purposes of this definition, the term "control" means (i) beneficial ownership of at least fifty percent (50%) of the voting securities of a corporation or other business organization with voting securities or (ii) a fifty percent (50%) or greater interest in the net assets or profits of a partnership or other business organization without voting securities.

1.2.   " Agreement " shall mean this License Agreement.

1.3.   “ ONS Marketing Resources ” means all currently existing and future marketing materials, research reports, advertisements, educational materials, art work, designs or other materials related to ONS Product that are developed by or for ONS, and used by ONS or its predecessor to promote or market ONS Product in the Territory, and all currently existing and future Published Studies (as defined below).  BIO is free to use the ONS Marketing Resources at its entire discretion, provided however that it acknowledges that ONS makes no representations or warranties with respect to the accuracy of the information, the regulatory compliance or the validity of the claims found in the ONS Marketing Resources that were prepared by or for ONS.

1.4.   " ONS Product " means Nutra-Pro 80-20, in its pure form,

1.5.   " Effective Date " means the date of this Agreement as set forth above.

1.6.   “Finished Package” 5 kilos seal pack

1.7.   “Nutra-pro 80-20” See Schedule A

1.8.   “ Materials ” means any packaging, labels and/or advertisement relating to the ONS Product, any claim relating to the functions and characteristics of the ONS Product, or the dose and dosage in respect of the ONS Product used in the Territory, as well as any future changes related to any of the aforementioned, including Promotional Items and Product Packaging, but not including ONS Marketing Resources.

1.9.   “ Patents ” means all currently existing and future US, Canadian and international patents, patent applications, and any future patents and patent applications relating to Nutra-Pro 80-20, or the ONS Product, including any other patents and other intellectual property protection resulting from reissues, reexaminations, extension, modifications or divisions of such patents, as well as any rights granted pursuant to patents pending.

1.10.   “ Product Packaging ” means the packaging and labels designed by BIO for the ONS Product in the Territory that incorporate the Trademarks for the applicable ONS Product required or permitted by this Agreement.

1.11.   “Promotional Items" means any type of promotional material or object used to entice the use and sale of the ONS Product in the Territory, but excludes ONS Marketing Resources.

1.12.   “Published Studies” means published research materials; reports and clinical studies related to non-prescription cholesterol management applications of any ONS Product.

1.13.   " Purchase Order " means the form on which BIO shall order the ONS Product as described in Section 3 below.

1.14.   " Territory " North America, animal feed.

1.15.   " Trademarks " means ONS currently existing and future US, Canadian and international trademarks, logos and trade names, including, but not limited to “Nutra Pro 80-20” and their representations in the form of designs, that are related to the ONS Product, as they may be modified from time to time as well as all applications and registrations related thereto, including, but not limited to, those identified on Schedule B to this Agreement which is hereby incorporated herein by this reference.

1.16.   The “ Animal Feed ” means sales and marketing to the following vet, hand users, feed company all market for animal feed.

2.   LICENCE RIGHTS

2.1.   ONS hereby grants to BIO, and BIO hereby accepts, the right to licence the ONS Product during the Term, including co-packaging, marketing, selling and distributing, in the Territory, subject to the terms and conditions set forth below and otherwise set forth in this Agreement.

           (a)   This licence right shall be exclusive with respect to the Territory

           (b)   BIO shall at all time uses its best efforts in order to actively promote the sales of the ONS Product pursuant to this Agreement and develop the market for the ONS Product in the Territory.

2.2 .   BIO hereby acknowledges that any claims made in the packaging and/or advertisement relating to the ONS Product which is created or used by BIO, any claim relating to the functions and characteristics of the ONS Product made in the Materials used in the Territory, as well as any future changes related to any of the aforementioned, shall be the sole responsibility of BIO, except for the use of Published Studies or the use of claims made or information provided in the Published Studies.  All such Materials used in the Territory shall be subject to the prior written approval of ONS, with the sole objective being to ensure that they adequately protect ONS trademarks and copyrights, with such approval not being unreasonably withheld...   ONS shall not require BIO to make any changes to the Materials that do not affect ONS trademarks, copyrights, or ONS trademark policies that have been applied worldwide in a consistent manner to all distributors of the ONS Product.   BIO shall submit to ONS all proposed Materials at least thirty (30) days prior to publicly releasing any such Materials.  Except as otherwise provided herein, upon termination or expiration of this Agreement, each of BIO and ONS agrees not to use or advertise any trademarks, logos or other property rights of the other party.

2.3.   ONS hereby grants BIO the right to use the Trademarks in connection with the promotion, marketing and sale of ONS Product in the Territory and the right to use the applicable Trademarks in relation with the Promotional Items and Product Packaging, ONS Marketing Resources, and the Materials in the Territory, the whole without any consideration other than as provided herein.  ONS hereby grants BIO the right to use the Trademarks in the Territory that relate to the ONS Product in relation with the Promotional Items and the Materials in the Territory, the whole without any consideration other than as provided herein.  Notwithstanding the foregoing, the rights granted under this Section 2.3 are subject to revocation or modification if the license granted under Section 2.1 above is revoked or modified as provided in Sections 2.1(a), 2.1(b), or 2.1(c).

2.4.   ONS shall make available to BIO, and BIO may use, all ONS Marketing Resources.  In addition, subject to the limitations set forth above, BIO may design, create and use any Promotional Items and Product Packaging in connection with the marketing and sale of the ONS Product; provided, however, any such Promotional Items and Product Packaging shall be subject to the approval of ONS, with the sole objective being to ensure that they adequately protect ONS trademarks and copyrights, which approval shall not be unreasonably withheld.

2.5.   BIO may not grant any licence rights related to the ONS Product to third parties without the prior written approval of ONS, such approval being at ONS sole discretion; provided, however, that BIO may, with the approval of ONS, grant all or any of the licence rights granted to BIO under this Agreement to any of BIO’s Affiliates and to the third parties that are listed on Schedule C to this Agreement, such ONS approval shall not unreasonably be withheld.

2.6.   Any license rights granted by BIO shall include provisions that require the licensee to be subject to the terms and conditions of this Agreement, including, but not limited to Sections 2.2 and 9.3 of this Agreement.  Any licence agreement granted by BIO shall include a provision pursuant to which, upon termination of this Agreement for any reason whatsoever, the licence agreement will be either terminated or assumed by ONS, at ONS sole discretion.  No distributor shall be granted a term greater than the term of this Agreement.  Should this Agreement be terminated, BIO’s ability to grant further licence rights shall immediately terminate.  BIO shall be solely liable for any and all such distributors.

2.7.   As consideration for the license granted hereunder, BIO agrees that it will pay ONS the following amounts:

after the execution and delivery of this Agreement by both BIO and ONS, a payment of  One hundred Fifty Thousand Canadian dollars (CDN$150,000.00).

50,000.00$ on the 31 July 2008

50,000.00$ on the 31 October 2008

50,000.00$ on the 31 December 2008

3.   SUPPLY

3.1.   ONS hereby undertakes and agrees to manufacture or have manufactured all ONS Product required by BIO, in accordance with the orders received from BIO, such orders being in the form of a Purchase Order (a “ Purchase Order ”) having terms and conditions to be established in good faith, to the satisfaction of the parties, acting reasonably, the whole in accordance with the Specifications for the ONS Product which are annexed hereto as Schedule “A ”, which shall be subject to modification as described in Section 3.2 below (the “ Specifications ”).   Schedule A hereto sets forth the Specifications for Nutra-Pro 80-20 and shall be modified from time to time, to add Specifications related to any other ONS Products that may be sold by BIO under this Agreement, or any modification made pursuant to Section 3.2 below.  Each Purchase Order shall be for at least one hundred kilograms (100 Kg) of the ONS Product.  After the first anniversary of this Agreement, ONS, may, at its sole option, supply the ONS Product only in bulk powder and ONS will have no further obligation to supply finished product to BIO.  ONS may reject any Purchase Order that does not meet the requirements established by this Agreement; provided, however, that ONS shall have been deemed to accept each Purchase Order, unless it provides BIO with a written objection to such Purchase Order within ten (10) days of receipt of such Purchase Order, and sets forth with reasonable particularity the grounds for the rejection of such Purchase Order.

3.2.   ONS may, at any time, modify the Specifications of the ONS Product in a reasonable manner, provided that such modification does not substantially alter the nature of the ONS Product, subject to ninety days (90) prior written notice of same being given to BIO, such notice to be accompanied by an explanation of such modification with any applicable regulatory documents from the country of manufacture .   Any such modification shall apply only with respect to orders received after the expiration of such ninety (90) day prior notice period.

3.3.   The ONS Product shall conform to all applicable United States laws, rulings, rules, standards and regulations relating to the manufacturing and storing of the ONS Product.

3.4.   ONS shall ship the quantities of the ONS Product specified by BIO in any Purchase Order within sixty (60) days from the date of the approval of any Purchase Order, in the form of powder in sealed bags, as specified in the BIO Purchase Order, subject to the provisions of Section 3.1 above.  The delivery lead-time shall be revisited at such time as ONS’s manufacturing facility is operational.   The Finished Boxes shall be included in a retail shipper box that includes 10 Finished sealed bags. ONS shall have manufactured and use the Product Packaging designs and specifications provided by BIO to package and label the ONS Products.  Unless prohibited by applicable law, BIO may identify itself (using its trade names or trademarks) on Product Packaging and Promotional Items, as the manufacturer of the ONS Product.  Where required by law, ONS shall be identified on Product Packaging and Promotional Items as the manufacturer of the ONS Product..

3.5.   All orders shall be shipped F.O.B. ONS facility to the address or addresses indicated by BIO in the Purchase Order.

3.6.   Prior to the signing of this Agreement, BIO shall provide ONS with a forecast of the quantities required for the Territory for the remainder of 2008, including the projected delivery date and quantity of bulk ONS Product required.  BIO shall use its best efforts to provide accurate forecasts, and shall update such forecasts each subsequent quarter for the duration of the Agreement.  ONS will have the right to refuse any Purchase Order that exceeds by 51% or more the most recent forecast provided by BIO to ONS; unless BIO has provided ONS with an updated forecast not less than thirty (30) days prior to the date of such Purchase Order.

3.7.   The ONS Product sold to BIO pursuant to the terms hereof will be set at a price of CDN$126.00 per kilogram of bulk powder 5 kilos seal bag, pre-tax and FOB the ONS facility.  ONS may increase this price at any time upon one hundred and twenty (120) days prior written notice to BIO, provided that such written notice is accompanied by a reasonable explanation of the justification for the price increase.  Any such price increase shall apply only with respect to Purchase Orders given after the expiration of such 120-day notice period.  Notwithstanding the foregoing, the parties agree that the initial price set forth above will be guaranteed for the first year of this Agreement.

3.8.   The terms of payment will be net 30 days from the date of invoicing, such date of invoicing being the same as the shipment date of the ONS Product.

3.9.   Title to the ONS Product sold and risk of loss of such ONS Product passes to BIO upon delivery of such ONS Product to the carrier at ONS facility.

3.10.   BIO shall be obligated to order from ONS, for the Territory, the following minimum quantities of the ONS Product for the periods indicate below:

* ONS and BIO agree for 6 months open starting at the effective date, to establish needs for year 2 and 3.

Should BIO fail to order the minimum quantity specified during any period, ONS may, but shall not be required to, by giving BIO written notice within thirty (30) days after the end of the applicable period to either, (i) change the licence rights and the right to the Trademarks granted to BIO, or (ii) terminate this Agreement.  Notwithstanding the foregoing, BIO shall have thirty (30) days from receipt of such written notice, to cure any such failure, by ordering such amount of additional ONS Product as required to make up the deficiency, in which case this Agreement shall continue as if such deficiency had not occurred.

3.11.   If this Agreement is renewed for one or more additional terms as provided in Section 7.2 below, prior to the commencement of each additional renewal term, the parties shall negotiate in good faith, a reasonable increase in the minimum quantities required for each one-year period during each renewal term.

4.   CONTRACTUAL WARRANTY; LIMITATION OF LIABILITY

4.1.   ONS warrants to BIO that all ONS Products sold to BIO will materially conform to the Specifications established from time to time for the ONS Products, in accordance with sub-section 3.1.  ONS warrants to BIO that all ONS Products sold to BIO will comply with all applicable laws as set forth in Section 3.3 of this Agreement.  ONS will replace in a commercially reasonable period at no cost to BIO, any ONS Product suffering from a material no