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Natrol will assist GNXE in developing a Health and Wellness division andwill provide products, services and strategy for GNXE's community of interestand target market. Natrol will provide support services to GNXE.
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Natrol will pay to GNXE the sum of One Hundred and Fifty Thousand Dollars($150,000) and GNXE will execute a convertible note for the same amount (the"Note"), convertible at Natrol's option into 750,000 shares of common stock(the "Shares"). If a definitive written agreement is entered into prior tothe maturity date, Natrol shall forgive the debt represented by the Note infull and the above option will be cancelled.
In addition, GNXE will issue to Natrol warrants, options or similarinstruments ("Warrants") to be determined equal to forty percent (40%) of thefully diluted capital of GNXE. The Warrants will have a strike price of$0.80. The term of the Warrants will be three (3) years.
Natrol will license the "Living Pure" brand exclusively to GNXE for $1 andwill provide Living Pure branded products to GNXE. The transaction is subjectto further "due diligence" by both parties and the approval of a definitiveagreement by the Boards of Directors of GNXE and Natrol.
The parties will immediately begin meeting to jointly plan the legal,financial and operational steps necessary to implement the proposedtransaction. The parties will make a good faith effort to enter into adefinitive written agreement on or before January 31, 2008.
Gener8Xion is developing a weekly health and wellness television programthat will promote health and wellness supplements supplied by Natrol to aworldwide family based audience. The products will be sold over the internet,through affiliated private organizations and through mass-market retailers.
Wayne M. Bos, Chairman and Chief Executive Officer of Natrol, commented,"We are excited to begin this partnership with Gener8Xion Entertainment and totake advantage of a compelling opportunity to leverage and advance the growingawareness of health and wellness as an important part of our daily routines.We believe that the creative vision of the team at Gener8Xion will fit withour portfolio of products and the Natrol brand and that this initiative hasthe potential to create value for the shareholders of each company."
Matthew Crouch, Chairman and CEO of Gener8Xion, stated, "We are focused onbuilding new corporate divisions under Gener8Xion that will improve the dailylives of people worldwide."
Gener8Xion President Carlos D. De Mattos added, "The expected sales andearnings of the health and wellness division should provide us with moreconsistent, steady numbers as we continue to grow our business whilediversifying our product range to our respective family/faith-based market."
About Natrol:
Natrol, Inc. (Nasdaq: NTOL), headquartered in Chatsworth, CA, has aportfolio of health and wellness brands representing quality nutritionalsupplements, functional herbal teas, and sports nutrition products.Established in 1980, Natrol's portfolio of brands includes: Natrol(R), MRI,Prolab(R), Laci Le Beau(R), Promensil(R), Trinovin(R), Nu Hair(R) and ShenMin(R). The company also manufactures supplements for its own brands and onbehalf of third parties.
Natrol distributes products nationally through more than 54,000 retailers,as well as internationally in over 40 other countries through distributionpartners and subs
