EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT

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Exhibit 10.2


               EMPLOYMENT SEPARATION AND GENERAL RELEASE AGREEMENT


         This Employment Separation and General Release Agreement (this
"SEPARATION AGREEMENT") is entered into this 8th day of August, 2008, by and
between Dr. Stephen A. Levine, an individual ("EXECUTIVE"), and Allergy Research
Group, Inc., a Florida corporation (the "COMPANY").

         WHEREAS, Executive has been employed as the Chief Executive Officer and
Chief Financial Officer for the Company; and

          WHEREAS, Executive and the Company have mutually agreed to terminate
Executive's employment relationship with the Company subject to the closing of
the merger of Longhorn Acquisition Corp. with and into the Company (the
"MERGER") as of the closing date of such merger (the "SEPARATION DATE") upon the
terms set forth herein;

         NOW, THEREFORE, in consideration of the covenants undertaken and the
releases contained in this Separation Agreement and the Consulting Agreement
attached as EXHIBIT B hereto (the "CONSULTING AGREEMENT"), Executive and the
Company agree as follows:

         I. RESIGNATION. Executive hereby irrevocably resigns as an officer,
director, employee, member, manager and in any other capacity with the Company
and each of its Affiliates, effective as of the Separation Date. On the
Separation Date, Executive agrees that he shall confirm such resignation by
executing the letter attached as EXHIBIT A hereto and promptly delivering such
letter to the Company. The Company and its Affiliates hereby accept such
resignation, effective as of the Separation Date. Executive waives any right or
claim to reinstatement as an employee of the Company or any of its Affiliates by
which he was employed at any time prior to the Separation Date. (For purposes of
this Separation Agreement, the term "AFFILIATE" has the meaning accorded to such
term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.)
Executive acknowledges and agrees that Executive has received all amounts owed
for his regular and usual salary (including, but not limited to, any severance,
overtime, bonus, accrued vacation, commissions, or other wages), reimbursement
of expenses, and usual benefits, and that all payments due to Executive from the
Company have been received.

          II. CONSULTING AGREEMENT. Concurrently with the execution of this
Separation Agreement, Executive shall execute the Consulting Agreement attached
as EXHIBIT B hereto.

         III. RELEASE. Executive, on behalf of himself, his descendants,
dependents, heirs, executors, administrators, assigns, and successors, and each
of them, hereby covenants not to sue and fully releases and discharges the
Company and each of its parents, subsidiaries and Affiliates, past and present,
as well as each of their respective trustees, directors, officers, members,
managers, partners, agents, attorneys, insurers, employees, stockholders,
representatives, assigns, and successors, past and present, and each of them
(hereinafter together and collectively referred to as the "RELEASEES") with
respect to and from any and all claims, wages, demands, rights, liens,
agreements or contracts (written or oral), covenants, actions, suits, causes of
action, obligations, debts, costs, expenses, attorneys' fees, damages,
judgments, orders and liabilities of whatever kind or nature in law, equity or
otherwise, whether now known or unknown, suspected or unsuspected, and whether


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or not concealed or hidden (each, a "CLAIM"), which he now owns or holds or he
has at any time heretofore owned or held or may in the future own or hold as
against any of said Releasees (including, without limitation, any Claim arising
out of or in any way connected with Executive's service as an officer, director,
employee, member or manager of any Releasee, Executive's separation from his
position as an officer, director, employee, manager and/or member, as
applicable, of any Releasee, or any other transactions, occurrences, acts or
omissions or any loss, damage or injury whatever), resulting from any act or
omission by or on the part of said Releasees, or any of them, committed or
omitted prior to the date of this Separation Agreement including, without
limiting the generality of the foregoing, any Claim under Title VII of the Civil
Rights Act of 1964, the Age Discrimination in Employment Act of 1967 ("ADEA"),
the Americans with Disabilities Act, the Family and Medical Leave Act of 1993,
the California Fair Employment and Housing Act, the California Family Rights
Act, or any other federal, state or local law, regulation, or ordinance, or any
Claim for severance pay, bonus, sick leave, holiday pay, vacation pay, life
insurance, health or medical insurance or any other fringe benefit, workers'
compensation or disability. However, this release does not cover any Claim that
cannot be so released as a matter of applicable law and does not prohibit either
party from filing a claim to enforce or challenge the validity of the terms of
this Separation Agreement pursuant to the provisions hereof. Executive
acknowledges and agrees that he has received any and all leave and other
benefits that he has been and is entitled to pursuant to the Family and Medical
Leave Act of 1993.

                  Without limiting the generality of the foregoing release,
Executive hereby expressly waives any right to indemnification, advancement of
legal fees and expenses, reimbursement or any other form of recovery from the
Company and its current and future affiliates to the extent that Executive
incurs any judgment or award ("LOSS") resulting from, based upon, arising out of
or related to the pending litigation entitled BRONSON V. ALLERGY RESEARCH GROUP,
INC. in Palm Beach County, Florida (including any current or future allegations
of breach of fiduciary duty by Executive during the periods to which such
litigation relates, but excluding any future action taken by Bronson and its
affiliates to the extent that such future action does not relate to such
allegations of breach of fiduciary duty by Executive during the periods to which
such litigation relates) (the "BRONSON LITIGATION"), except to the extent that
such Loss is covered by directors and officers liability insurance purchased by
and maintained by the Company for such periods to which the Bronson Litigation
relates. Executive shall indemnify and hold harmless the Company and its present
and future affiliates, to the fullest extent lawful, from and against any Loss,
promptly as incurred, directly or indirectly resulting from, based upon, arising
out of, or related to the Bronson Litigation, except to the extent that such
Loss is covered by directors and officers liability insurance purchased by and
maintained by the Company for such periods to which the Bronson Litigation
relates; provided, however, that Company shall not be liable to indemnify
Executive for any amounts paid in settlement of any of the Bronson Litigation
effected without the Company's written consent, and the Company shall not settle
any of the Bronson Litigation in a manner which would impose any penalty or
limitation on Executive without Executive's written consent, which consent, in
either case, shall not be unreasonably withheld. In addition to the foregoing
indemnification provision, Executive shall pay or reimburse the Company for
legal fees and expenses incurred by the Company in connection with the Bronson
Litigation, provided that Executive's aggregate obligation to pay or reimburse
such legal fees and expenses shall not exceed Seventy-Five Thousand Dollars
($75,000).


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         IV. WAIVER OF CIVIL CODE SECTION 1542. This Separation Agreement is
intended to be effective as a general release of and bar to each and every Claim
hereinabove specified. Accordingly, Executive hereby expressly waives any and
all rights and benefits conferred by Section 1542 of the California Civil Code
and any similar provision of any other applicable state law as to the Claims.
Section 1542 of the California Civil Code provides:

                  "A GENERAL RELEASE DOES NOT EXTEND TO ANY CLAIMS WHICH THE
                  CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
                  AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR
                  HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
                  THE DEBTOR."

         Executive acknowledges that he later may discover claims, demands,
causes of action or facts in addition to or different from those which Executive
now knows or believes to exist with respect to the subject matter of this
Agreement and which, if known or suspected at the time of executing this
Separation Agreement, may have materially affected its terms. Nevertheless,
Executive hereby waives, as to the Claims, any claims, demands, and causes of
action that might arise as a result of such different or additional claims,
demands, causes of action or facts.

         V. ADEA WAIVER. Executive expressly acknowledges and agrees that by
entering into this Separation Agreement, he is waiving any and all rights or
claims that he may have arising under the ADEA, which have arisen on or before
the date of execution of this Separation Agreement. Executive further expressly
acknowledges and agrees that:

                  (a) In return for this Separation Agreement, he will receive
consideration beyond that which he was already entitled to receive before
entering into this Separation Agreement;

                  (b) He is hereby advised in writing by this Separation
Agreement to consult with an attorney before signing this Separation Agreement;

                  (c) He has voluntarily chosen to enter into this Separation
Agreement and has not been forced or pressured in any way to sign it;

                  (d) He was given a copy of this Separation Agreement on July
18, 2008 and informed that he had twenty-one (21) days within which to consider
the Separation Agreement and that if he wished to execute this Separation
Agreement prior to expiration of such 21-day period, he should execute the
Acknowledgement and Waiver attached hereto as EXHIBIT C;

                  (e) He was informed that he has seven (7) days following the
date of execution of this Separation Agreement in which to revoke this
Separation Agreement, and this Separation Agreement will become null and void if
Executive elects revocation during that time. Any revocation must be in writing
and must be received by the Company during the seven-day revocation period. In
the event that Executive exercises his right of revocation, neither the Company
nor Executive will have any obligations under this Separation Agreement; and


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                  (f) Nothing in this Separation Agreement prevents or precludes
Executive from challenging or seeking a determination in good faith of the
validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties or costs from doing so, unless specifically authorized by
federal law.

         VI. NO TRANSFERRED CLAIMS. Executive warrants and represents that
Executive has not heretofore assigned or transferred to any person not a party
to this Separation Agreement any released matter or any part or portion thereof
and he shall defend, indemnify and hold the Company and each of its Affiliates
harmless from and against any claim (including the payment of attorneys' fees
and costs actually incurred whether or not litigation is commenced) based on or
in connection with or arising out of any such assignment or transfer made,
purported or claimed.

         VII. SPECIAL TAX INDEMNITY. Executive desires, out of the proceeds he
is to receive from the sale of his shares of the Company's common stock ("COMMON
STOCK") in connection with the Merger, to provide for a special bonus of
$1,000,000 (the "BONUS") to Manfred Salomon (the "EMPLOYEE"). Executive agrees
that the Bonus will constitute taxable wage income to the Employee. Upon the
closing of the Merger, Executive agrees that he will pay (i) to the Company, the
amount of any taxes which the Company may be required to withhold with respect
to the Bonus payment, and (ii) to the Employee, the amount of the Bonus, less
the amount referred to in the foregoing clause (i). Executive agrees that for
all purposes with respect to the Merger the full amount of such Bonus shall be
treated as having been paid to Executive as part of the proceeds from the sale
of his Common Stock in connection with the Merger. Executive agrees to indemnify
the Company for any and all losses, costs and expenses that the Company may
incur as a consequence of such Bonus arrangement. Executive further acknowledges
and agrees that neither the Company nor any of its directors, officers, or
advisors has provided any tax or other advice to Executive with respect to these
matters.

         VIII.     MISCELLANEOUS

                  A. ASSIGNMENT. This Separation Agreement is personal in its
nature and neither of the parties hereto shall, without the consent of the
other, assign or transfer this Separation Agreement or any rights or obligations
hereunder; PROVIDED, HOWEVER, that in the event of a merger, consolidation, or
transfer or sale of all or substantially all of the assets of the Company with
or to any other individual(s) or entity, this Separation Agreement shall,
subject to the provisions hereof, be binding upon and inure to the benefit of
such successor and such successor shall discharge and perform all the promises,
covenants, duties, and obligations of the Company hereunder.

                  B. NUMBER AND GENDER; EXAMPLES. Where the context requires, as
used in this Separation Agreement, the singular shall include the plural, the
plural shall include the singular, and any gender shall include all other
genders. Where specific language is used to clarify by example a general
statement contained herein, such specific language shall not be deemed to
modify, limit or restrict in any manner the construction of the general
statement to which it relates.


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                  C. SECTION HEADINGS. The section headings of, and titles of
paragraphs and subparagraphs contained in, this Separation Agreement are for the
purpose of convenience only, and they neither form a part of this Separation
Agreement nor are they to be used in the construction or interpretation thereof.

                  D. GOVERNING LAW. This Separation Agreement will be governed
by and construed in accordance with the laws of the state of California, without
giving effect to any choice of law or conflicting provision or rule (whether of
the state of California or any other jurisdiction) that would cause the laws of
any jurisdiction other than the state of California to be applied. In
furtherance of the foregoing, the internal law of the state of California will
control the interpretation and construction of this Separation Agreement, even
if under such jurisdiction's choice of law or conflict of law analysis, the
substantive law of some other jurisdiction would ordinarily apply.

                  E. SEVERABILITY. If any provision of this Separation Agreement
or the application thereof is held invalid, the invalidity shall not affect
other provisions or applications of this Separation Agreement which can be given
effect without the invalid provisions or applications and to this end the
provisions of this Separation Agreement are declared to be severable.

                  F. ENTIRE AGREEMENT. This Separation Agreement, together with
the Consulting Agreement, embodies the entire agreement of the parties hereto
respecting the matters within its scope. This Separation Agreement supersedes
all prior and contemporaneous agreements of the parties hereto that directly or
indirectly bears upon the subject matter hereof. Any prior negotiations,
correspondence, agreements, proposals or understandings relating to the subject
matter hereof shall be deemed to have been merged into this Separation
Agreement, and to the extent inconsistent herewith, such negotiations,
correspondence, agreements, proposals, or understandings shall be deemed to be
of no force or effect. There are no representations, warranties, or agreements,
whether express or implied, or oral or written, with respect to the subject
matter hereof, except as expressly set forth herein. Notwithstanding the
foregoing, the Non-Competition Agreement between Executive and the Company
entered into on or about the date hereof is outside of the scope of the
integration provisions of this Section VIII.F.

                  G. MODIFICATIONS. This Separation Agreement may not be
amended, modified or changed (in whole or in part), except by a formal,
definitive written agreement expressly referring to this Separation Agreement,
which agreement is executed by both of the parties hereto.

                  H. WAIVER. Neither the failure nor any delay on the part of a
party to exercise any right, remedy, power or privilege under this Separation
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any right, remedy, power or privilege, nor shall any
waiver of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege with respect
to any other occurrence. No waiver shall be effective unless it is in writing
and is signed by the party asserted to have granted such waiver.


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                  I. ARBITRATION. Any dispute, claim or controversy arising out
of or relating to this Separation Agreement or the Consulting Agreement, the
enforcement or interpretation of any provision hereof or thereof, or because of
an alleged breach, default, or misrepresentation in connection with any
provision hereof or thereof, including the determination of the scope or
applicability of this agreement to arbitrate, shall be submitted to final and
binding arbitration, to be held in San Francisco, California before a sole
arbitrator (the "ARBITRATOR") selected from the American Arbitration
Association, as the exclusive forum for the resolution of such dispute;
provided, however, that provisional injunctive relief may, but need not, be
sought by either party to this Agreement in a court of law while arbitration
proceedings are pending, and any provisional injunctive relief granted by such
court shall remain effective until the matter is finally determined by the
Arbitrator. Final resolution of any dispute through arbitration may include any
remedy or relief which the Arbitrator deems just and equitable, including any
and all remedies provided by applicable state or federal statutes. At the
conclusion of the arbitration, the Arbitrator shall issue a written decision
that sets forth the essential findings and conclusions upon which the
Arbitrator's award or decision is based. Any award or relief granted by the
Arbitrator hereunder shall be final and binding on the parties hereto and may be
enforced by any court of competent jurisdiction. The parties acknowledge and
agree that they are hereby waiving any rights to trial by jury in any action,
proceeding or counterclaim brought by either of the parties against the other in
connection with any matter whatsoever arising out of or in any way connected
with this Agreement or Executive's employment or the Consulting Agreement. The
parties agree that the Company shall be responsible for payment of the forum
costs of any arbitration hereunder, including the Arbitrator's fee, but that
each party shall bear its own attorneys fees and other expenses.

                  J. NOTICES. Any notice required to be delivered hereunder
shall be in writing and shall be addressed:

                           (i) if to the Company, to:

                                    c/o Country Life, LLC
                                     180 Vanderbilt Motor Parkway
                                    Hauppauge, New York 11788
                                    Attention:   Richard Belenski

                                    with a copy to:

                                     O'Melveny & Myers LLP
                                    275 Battery Street, Suite 2600
                                    San Francisco, California 94111
                                    Attn: Michael J. Kennedy, Esq. and
                                           Eric C. Sibbitt, Esq.

                            (ii) if to Executive, to Executive's last known
address as reflected on the books and records of the Company; or, in each case,
to such other address as such party may hereafter specify for the purpose by
written notice to the other party hereto. Any such notice shall be deemed
received on the date of receipt by the recipient thereof if received prior to
5:00 p.m. in the place of receipt and such day is a business day in the place of

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receipt. Otherwise, any such notice shall be deemed not to have been received
until the next succeeding business day in the place of receipt.

                  K. LEGAL COUNSEL; MUTUAL DRAFTING. Each party recognizes that
this is a legally binding contract and acknowledges and agrees that they have
had the opportunity to consult with legal counsel of their choice. Each party
has cooperated in the drafting, negotiation and preparation of this Separation
Agreement. Hence, in any construction to be made of this Separation Agreement,
the same shall not be construed against either party on the basis of that party
being the drafter of such language. Executive agrees and acknowledges that he
has read and understands this Separation Agreement, is entering into it freely
and voluntarily, and has been advised to seek counsel prior to entering into
this Separation Agreement and has had ample opportunity to do so.

                  L. COUNTERPARTS. This Separation Agreement may be executed in
any number of counterparts, each of which shall be deemed an original as against
any party whose signature appears thereon, and all of which together shall
constitute one and the same instrument. This Separation Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories. Photographic copies of such signed counterparts may be used in lieu
of the originals for any purpose.

                  M. TAXES. The Company shall have the right to withhold from
any payment hereunder or under any other agreement between the Company and
Executive the amount required by law to be withheld with respect to such payment
or other benefits provided to Executive. Other than as to such withholding
right, Executive shall be solely responsible for any taxes due as a result of
the payments and benefits received by Executive contemplated by this Separation
Agreement.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]



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                  The undersigned have read and understand the consequences of
this Separation Agreement and voluntarily sign it. The undersigned declare under
penalty of perjury under the laws of the State of Florida that the foregoing is
true and correct.


                                           ALLERGY RESEARCH GROUP, INC.


                                            By: /s/ Manfred Salomon
                                                 --------------------------------
                                                 Name:   Manfred Salomon
                                                 Title:   President



                                             EXECUTIVE


                                             /s/ Stephen A. Levine
                                            ----------------------------------
                                            Name: Dr. Stephen A. Levine



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                                    EXHIBIT A

                               RESIGNATION LETTER




September ___, 2008

To:       The Boards of Directors of Allergy Research Group, Inc. and
         Nutricology, Inc.

From:     Dr. Stephen A. Levine

         I hereby resign as an employee, officer, director, member, manager and
in any other capacity with Allergy Research Group, Inc., Nutricology, Inc. and
each of their respective affiliates, effective as of the date set forth above.



                                                -------------------------------
                                                Dr. Stephen A. Levine




                                      A-1
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                                 EXHIBIT B

                              CONSULTING AGREEMENT


                  THIS CONSULTING AGREEMENT (this "AGREEMENT") is entered into
this 8th day of August 2008, by and between Dr. Stephen A. Levine, an individual
(the "CONSULTANT"), and Allergy Research Group, Inc., a Florida corporation (the
"COMPANY").

                                    RECITALS

                  THE PARTIES ENTER THIS AGREEMENT on the basis of the following
facts, understandings and intentions:

                  A. The Company desires that the Consultant provide consulting
services to the Company as described below, on the terms and conditions
hereinafter set forth.

                  B. The Consultant desires to provide such services to the
Company on such terms and conditions.

                  C. This Agreement, together with that certain Employment
Separation and General Release Agreement, dated as of August 8, 2008, by and
between Executive and the Company (the "SEPARATION AGREEMENT"), shall govern the
relationship between the Consultant and the Company from and after the Effective
Date and supersedes and negates all previous agreements with respect to such
relationship.

                  NOW, THEREFORE, in consideration of the above recitals
incorporated herein and the mutual covenants and promises contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby expressly acknowledged, the parties agree as follows:

1.        ENGAGEMENT. The Company hereby engages the Consultant and the
         Consultant hereby accepts such engagement, upon the terms and
         conditions hereinafter set forth, subject to the closing of the merger
         of Longhorn Acquisition Corp. with and into the Company, for the period
         commencing on the closing date of such merger (the "EFFECTIVE DATE")
         and ending on the second anniversary of the Effective Date, subject to
         earlier termination as provided in Section 4 herein (such period is
         referred to as the "CONSULTING TERM").

2.        CONSULTING SERVICES.

         2.1       SERVICES. The Consultant shall serve as the Company's Chief
                  Scientific Advisor and perform consulting services during the
                  Consulting Term as reasonably requested from time to time on
                  matters with which the Consultant was familiar and/or about
                  which the Consultant acquired knowledge, expertise and/or
                  experience during the time that the Consultant was employed by
                   the Company. Such consulting services shall include (1)
                  creating a scientific vision for mid-term supplement product
                  development by the Company and Country Life, LLC, (2)
                  continuing to serve as Chair of the Company's Scientific
                  Advisory Board,