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In February 2001. ACQUISITION AND 4 OF SMARTBASICS. COM. On May 25, 2000, we executed an agreement and plan of reorganization with Smart Basics, Inc.dba SmartBasics. com, an Internet and mail order retailer of nutritional supplements and health related products. Under the terms of the agreement, we issued 170,000 shares of our common stock in consideration for all of the equity of SmartBasics.

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In addition, our articles of incorporation and bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by Utah law. Our principal offices are located at 5310 Beethoven Street, Los Angeles, California, 90066 in a building and warehouse we lease at a monthly rental charge of 42,000. This is a five-year lease subject to escalation. In November 1999, we entered into a 5-year lease of office facilities located at 350 Interlocken, Broomfield, Colorado.]