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This Agreement - VITALSTATE INC - 8-13-2004

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					Exhibit 10(g)

                                          MOVABLE HYPOTHEC

THIS AGREEMENT DATED AS OF June 15, 2004.

          GRANTED BY:          VITALSTATE, INC., a New York corporation having its executive
                               offices located at 2191 Hampton Avenue, Montreal, Quebec, H4A
                               2K5;

                               (hereinafter called the "Borrower")


          IN FAVOUR OF:        SCEPTER HOLDINGS INC., a Canadian corporation having a place
                               of business at 170 Midwest Road, Toronto, Ontario, M1P 3A9;

                               (hereinafter called the "Lender")




WHEREAS pursuant to the Loan Agreement (as defined herein), the Borrower is and/or may become indebted
to the Lender;

WHEREAS the Borrower has agreed to grant a hypothec to the Lender to secure, inter alia, the repayment of its
obligations under the Loan Agreement and the Notes (as defined herein);

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS

The following words and expressions, when used in this Agreement or in its appendices, shall have the following
meanings unless otherwise dictated by the context:

"Amendment No. 1" shall mean Amendment No. 1 to Loan Agreement, Guaranty and Security Agreement
entered into between the Lender, the Borrower, Vitalstate Canada Ltd. and Vitalstate US, Inc. as of June 15,
2004.

"Banking Day" means a day, other than a Saturday or a Sunday, on which banking institutions in Montreal and
Toronto, Canada, and New York, New York State, USA, are generally open for business.

"Borrower" shall mean Vitalstate, Inc. and any assignee or successor thereto and includes any corporation
resulting from the amalgamation of the Borrower with any other Person or Persons.
"Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof
and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government.

"Hypothec" shall mean the hypothec and security established by the Borrower in favour of the Lender pursuant to
this Agreement.

"Hypothecated Property" shall mean the property hypothecated hereunder more fully described in Section 4 of
this Agreement.

"Lender" shall mean Scepter Holdings Inc. as well as any assignee or successor thereto.

"Loan Agreement" shall mean the loan agreement entered into between the Lender, the Borrower, Vitalstate
Canada Ltd. and Vitalstate US, Inc. as of February 10, 2004, as amended by Amendment No. 1 and as it has
been or may be further amended, restated, renewed, extended or otherwise modified from time to time.

"Notes" shall mean the series of secured promissory notes to be issued by the Borrower to the Lender as
evidence of the loans granted to the Borrower pursuant to the Loan Agreement.

"Person(s)" shall mean any legal or natural person, corporation, company, firm, joint venture, partnership,
whether general, limited or undeclared, trust, association, unincorporated organization, Governmental Authority
or other entity of whatever nature.

2. AMOUNT OF HYPOTHEC

To secure the performance of its obligations mentioned in Section 3, the Borrower hereby hypothecates in favour
of the Lender the Hypothecated Property for a principal amount of One Million Five Hundred Thousand
Canadian Dollars (CA$1,500,000) plus an additional hypothec equal to twenty per cent (20%) of such amount
for a total amount of One Million Eight Hundred Thousand Canadian Dollars (CA$1,800,000), the whole with
interest from the date of this Agreement at an annual rate of twenty-five per cent (25%).

3. SECURED OBLIGATIONS

3.1 The Hypothec shall guarantee the performance of all obligations, both present and future, of the Borrower
towards the Lender resulting from the following: (a) the Loan Agreement, from any credit listed therein or from
any credit which may be added thereto by means of an amendment, renewal, restatement or replacement of such
credit and (b) the Notes. The Hypothec shall also guarantee the performance of the obligations and the payment
of the amounts set out in this Agreement and all reasonable costs incurred by the Lender in order to observe or
perform the undertakings of the Borrower under this Agreement.
3.2 In addition, the Hypothec shall guarantee all of the Borrower's present and future, direct and indirect
obligations towards the Lender, including any which are consistent with the above description, which do not yet
exist but will in future, as well as any obligations resulting from future agreements with the Lender. Any future
obligation secured by this Agreement shall be deemed to be an additional obligation which the Borrower is
assuming under this Agreement.

4. HYPOTHEC: DESCRIPTION OF HYPOTHECATED PROPERTY

4.1 The Borrower hereby hypothecates in favour of the Lender the following property:

               4.1.1      Accounts receivable - any and all accounts receivable,
                          contract rights and other rights to payment for the sale of
                          goods.

               4.1.2      Inventory - any and all inventory, including, without
                          limitation, any and all goods held for sale or lease or being
                          processed for sale or lease, including, without limitation,
                          all materials, work in process, finished goods, and other
                          tangible property held for sale or lease; and

               4.1.3      Other property - The following property shall also be affected
                          by the Hypothec granted under this Agreement:

                          4.1.3.1   the proceeds of any sale, lease or other disposal of
                                    any Hypothecated Property (including, without
                                    limitation, cash, deposit accounts (whether or not
                                    comprised solely of proceeds), certificates of
                                    deposit), as well as of any property acquired in
                                    replacement thereof;

                          4.1.3.2   any insurance benefit or compensation for
                                    expropriation relating to the Hypothecated Property;

                          4.1.3.3   the principal of, and fruits and income generated by,
                                    the Hypothecated Property;

                          4.1.3.4   any and all instruments, documents, registers,
                                    invoices and accounts evidencing or related to the
                                    Hypothecated Property.
5. REPRESENTATIONS

          5.1       The Borrower hereby makes the following representations:

                    5.1.1      it is the unconditional and absolute owner of the Hypothecated
                               Property, with the exception of future property;

                    5.1.2      the Hypothecated Property is free and clear of any priority,
                               legal or conventional hypothec, charge, encumbrance,
                               garnishment, right of rescission, right of repossession or any
                               other rights, save and except for prior hypothecs in favour of
                               the Lender;

                    5.1.3      the taxes, levies, assessments and fees affecting the
                               Hypothecated Property have all been paid to date, without
                               subrogation;

                    5.1.4      to the best of its knowledge, no suit or proceeding has been
                               instituted against it or is likely to affect the Hypothecated
                               Property;

                    5.1.5      it has executed no undertaking likely to impair the value of
                               the Hypothec;

                    5.1.6      it is not in default as defined in this Agreement.




6. COMMITMENTS

          6.1        The Borrower hereby makes the following commitments:

                     6.1.1     to advise the Lender in writing of any change in its name and
                               trade names or in the contents of the representations made in
                               Section 5;

                     6.1.2     to advise the Lender in writing of the names of any insurance
                               carriers which are party to the insurance policies specified
                               in this Agreement.




6.2 Information - To provide the Lender with any information which it may reasonably request in relation to the
Hypothecated Property or to ascertain whether or not the Borrower is fulfilling its commitments and obligations.
The Borrower shall advise the Lender of any fact or event likely to adversely affect the value of the Hypothecated
Property or the Borrower's financial position.
6.3 Access to premises - To allow the Lender, at all reasonable times under the circumstances and at the
Borrower's expense, to examine the Hypothecated Property, to inspect it and to valuate it and to provide access
to the premises where such Hypothecated Property may be found.

6.4 Maintenance - To maintain the Hypothecated Property in a proper state of maintenance and repair and in
compliance with any laws and regulations which may be applicable from time to time. The Borrower shall make
no substantial changes and shall proceed with no demolition; nor shall it allow the Hypothecated Property to
deteriorate or use it or allow it to be used for illicit purposes.

6.5 Maintenance of Hypothec - To constantly maintain in full force and effect and to keep enforceable against
third persons the Hypothec granted hereunder; to do any things and to sign any documents required (including
notices of renewal) so that the Hypothec granted hereunder may have full effect over all Hypothecated Property
and be constantly enforceable against third persons.

6.6 Loss or damage - To advise the Lender forthwith of any loss or damage and to expeditiously take any action
so that the insurance carrier may pay benefits to the Lender, insofar as the latter is entitled to such benefits. The
Lender shall be authorized to allocate all or part of any insurance benefits to reducing amounts due under this
Agreement (even where such amounts have not yet become due or payable); however, such reduction shall not
occur until the Lender has advised the Borrower of its decision to so allocate such benefits. The Lender may also
choose to allocate all or part of the insurance benefits to payment of any replacement, repair or reconstruction
costs.

6.7 Lease, sale, disposal - To notify the Lender forthwith if any part of the Hypothecated Property is leased,
sold, assigned or otherwise disposed of, if such transaction is not made in the ordinary course of the Borrower's
business.

6.8 Compliance with the law - To comply with the requirements of all laws and regulations applicable to the
operation of its business and to the holding of the Hypothecated Property, including environmental legislation.
7. DEFAULT

7.1 The Borrower shall be in default in each of the following cases, and no notice or prior notice shall be
required:

               7.1.1      where there occurs an "Event of Default" (as defined in the
                          Loan Agreement) or where there is default under any other
                          present or future agreement between the Borrower and the
                          Lender;

               7.1.2      where the Borrower fails to fulfil any of its commitments
                          under this Agreement and such failure is not remedied by the
                          Borrower within five (5) business days of receipt of written
                          notice from the Lender specifying the nature of such failure;

               7.1.3      where a statement or representation made under this Agreement,
                          or the content of any documents, statements or certificates
                          provided with respect to this Agreement or to the Loan
                          Agreement, turns out to be false or misleading.




7.2 Any default on the part of the Borrower pursuant to this Agreement shall constitute an "Event of Default"
pursuant to the Loan Agreement.

8. EXERCISE OF REMEDIES IN THE EVENT OF DEFAULT

8.1 In the event of default, regardless of the hypothecary remedy which the Lender may choose to exercise, the
following provisions shall apply:

               8.1.1      the Lender shall be authorized, but not required, to do the
                          following at the Borrower's expense, with a view to protecting
                          or realizing the value of the Hypothecated Property:

                          8.1.1.1    to continue the processing of the Hypothecated
                                     Property or perform the operations to which the
                                     Borrower subjects such property in the course of its
                                     business, and to acquire any property for this
                                     purpose;

                          8.1.1.2    to dispose of any Hypothecated Property which is
                                     obsolete or likely to depreciate rapidly or to become
                                     impaired;

                          8.1.1.3    to use the information obtained in the exercise of
                                     its rights;

                          8.1.1.4    to fulfil any of the Borrower's commitments;

                          8.1.1.5    to exercise any right attached to the Hypothecated
                                     Property;
                          8.1.1.6    in the exercise of any of its rights, to use without
                                     charge the Borrower's premises, equipment, machinery,
                                     processes, information and intellectual property;

                          8.1.1.7    to borrow funds;

                          8.1.1.8    to ensure proper maintenance, proceed with any
                                     repairs or renovations, undertake or complete any
                                     work, at the Borrower's expense;

               8.1.2      the Lender shall exercise its rights in good faith so that,
                          following such exercise, the obligations secured by the
                          Hypothec shall be reasonably reduced under the circumstances;

               8.1.3      the Lender may itself purchase or otherwise acquire the
                          Hypothecated Property directly or indirectly;

               8.1.4      in the exercise of its rights, the Lender shall be entitled to
                          waive any of its rights or of the Borrower's, even without
                          consideration;

               8.1.5      the Lender shall not be required to make an inventory, take
                          out insurance or provide any other security;

               8.1.6      the Borrower shall, at the Lender's request, move the
                          Hypothecated Property and make it available to the Lender in a
                          location designated by the Lender and which, in the latter's
                          opinion, is more appropriate under the circumstances.




8.2 Where the Lender exercises the hypothecary remedy of "taking in payment" and the Borrower requires that
the Lender proceed instead with a sale of the Hypothecated Property in relation to which the Lender is exercising
its remedy, the Borrower hereby acknowledges that the Lender shall not be required to abandon its remedy for
taking in payment unless, within the time allotted for surrender, the Lender (i) has been provided with security
which it deems satisfactory to the effect that the property shall be sold at a sufficiently high price to enable the
Lender's claim to be paid in full, (ii) has been reimbursed for any expenses then incurred by the Lender, including
any fees of consultants or legal counsel relating to such remedy, and (iii) has been provided with the amounts
required for the sale of the property; the Borrower further acknowledges that the Lender shall alone be entitled to
select the method of sale.

8.3 The Borrower shall be deemed to have surrendered the Hypothecated Property held by the Lender or on its
behalf where the Lender has not, within the time allotted for surrender by law or by a court, received written
notice from the Borrower that the latter was challenging the exercise of the hypothecary remedy indicated in the
prior notice.
8.4 Where the Lender itself sells the Hypothecated Property, it shall not be required to obtain a prior valuation
from a third person.

8.5 The Hypothecated Property may be sold with a legal warranty on the part of the Borrower or, at the
Lender's option, with a total or partial warranty exclusion; it may also be sold for cash, on an instalment basis or
subject to the terms and conditions determined by the Lender; such sale may be rescinded in the event of non-
payment of the agreed price, and the property may then be resold.

9. GENERAL PROVISIONS

9.1 Additional security - The Hypothec granted hereunder shall be in addition to any other hypothec or security
held by the Lender, including, without limitation, the movable hypothec dated February 10, 2004 granted by the
Borrower in favour of the Lender to secure the performance of its obligations mentioned in Section 3 and
registered at the Register of Personal and Movable Real Rights in the Province of Quebec under number 04-
0196152-0008 but shall not be in replacement or exchange thereof; it shall not affect the Lender's rights of set-
off.

9.2 Notices - All notices and other communications provided for hereunder shall, unless otherwise stated herein,
be in writing to the party for whom it is intended and shall be mailed, sent or delivered, to such party at its
address set forth below with its signature or shall be sent by telecopier or other means of rapid communication at
its rapid communication address set forth below with its signature, or at such other address or rapid
communication address as shall be designated by such party in a written notice to the other parties hereto. All
such notices and communications shall be effective (i) if mailed, three (3) Banking Days after deposited in the
mail, first class, postage prepaid,
(ii) if delivered, when delivered and (iii) if sent by telecopier or other means of rapid communication, on the date
of transmission if transmitted before 3:00 p.m. (Montreal time) on a Banking Day or, in any other case, on the
next following Banking Day. In the event of a postal strike or any slow-down in the postal service, no notice of or
communication by mail shall be effective if sent during, or within five
(5) Banking Days prior to the commencement of, such strike or slow-down unless it is actually received by the
party to whom it is addressed and, in such event, it shall be effective only on the date of actual receipt.

9.3 Time allotted - The Lender may grant extensions, take or surrender security, make accommodations, grant
discharges or releases or otherwise transact with the Borrower, at its discretion, without thereby restricting its
rights hereunder or reducing the Borrower's liability.
9.4    Continuing security - The Hypothec shall constitute a continuing
       security which shall subsist notwithstanding the occasional, total or
       partial satisfaction of the obligations secured hereby; it shall have
       full and complete effect until such time as a total discharge has been
       executed by the Lender.

9.5    Putting in default - Time is of the essence in this contract. The
       Borrower shall be in default of performing its obligations hereunder by
       the mere lapse of the time allowed for such performance or by the mere
       materialization of the due date, without notice or prior notice.

9.6    Execution in Counterparts - This Agreement may be executed in any
       number of counterparts and by different parties hereto in separate
       counterparts, each of which when so executed shall be deemed to be an
       original and all of which taken together shall constitute but one and
       the same agreement.

9.7    Cumulative remedies - By exercising any of its rights, the Lender shall
       not be prevented from exercising any other right resulting from this
       Agreement, from the Loan Agreement, from any deed granting a security
       in favour of the Lender or from any legislation; the Lender's rights
       shall be cumulative, and not alternative. Failure to exercise any of
       its rights shall not constitute, for the Lender, a waiver of any future
       exercise of such right. The Lender may exercise its rights hereunder
       without having to exercise its rights against any other person
       responsible for the payment of the obligations secured hereby and
       without having to realize any other security guaranteeing such
       obligations.

9.8    Irrevocable mandate - The Lender is hereby irrevocably appointed the
       Borrower's representative with power of substitution for purposes of
       the following paragraph, with a view to doing any thing or signing any
       paper, power of attorney or document which it deems appropriate for
       purposes of exercising its rights or which the Borrower may fail or
       refuse to sign or do.

9.9    Delegation - The Lender may delegate to another person the exercise of
       its rights or remedies or the performance of its obligations under this
       Agreement or under the law; in such an event, the Lender may provide to
       such other person any information which it possesses about the Borrower
       or the Hypothecated Property.

9.10   Liability - The Lender shall not be liable for any material damage
       which may result through its fault or that of its servants or of any
       persons with whom it has contracted for purposes of protecting or
       exercising its rights, unless such damage is the result of gross
       negligence or wilful misconduct.

9.11   Successors - The rights conferred upon the Lender hereby shall extend
       to any successor, including any entity resulting from the merger of the
       Lender with another person.
         9.12      Governing Law - Notwithstanding anything to the foregoing provided for
                   in the Loan Agreement, this Agreement shall be governed by and
                   construed in accordance with the laws of the Province of Quebec as the
                   same may from time to time be in effect.

         9.13      Language - The parties hereby confirm their express wish that the
                   present Agreement and all documents and agreements directly and
                   indirectly related thereto, including notices, be drawn up in English.
                   Notwithstanding such express wish, the parties agree that any of such
                   documents, agreements and notices or any part thereof or of this
                   Agreement may be drawn up in French. Les parties reconnaissent leur
                   volonte expresse que la presente convention ainsi que tous les
                   documents et conventions qui s'y rattachent directement ou
                   indirectement, y compris les avis, soient rediges en langue anglaise.
                   Nonobstant telle volonte expresse, les parties conviennent que
                   n'importe quel desdits documents, conventions et avis ou toute partie
                   de ceux-ci ou de cette convention puissent etre rediges en langue
                   francaise.




IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective
representatives thereunto duly authorized as of the date first above written.

Address: VITALSTATE, INC.
2191 Hampton Avenue
Montreal, Quebec
H4A 2K5

                                                    Per:      /s/ James Klein
         Telecopier:                                          -----------------------------
         Attention of:
                                                              Name:     ____________________



                                                              Title:    ____________________




Address: SCEPTER HOLDINGS INC.
70 Midwest Road
Toronto, Ontario
M1P 3A9

                                                    Per:      /s/ Christopher Luck
         Telecopier: (416) 751-9099                           -----------------------------
         Attention: Chris Luck
                                                              Name:     ____________________



                                                              Title:    ____________________
Exhibit 10(h)

                                          MOVABLE HYPOTHEC

THIS AGREEMENT DATED AS OF June 15, 2004.

GRANTED BY: VITALSTATE CANADA LTD., a Canadian corporation having its registered office located at
2191 Hampton Avenue, Montreal, Quebec, H4A 2K5;

                                        (hereinafter called the "Grantor")

           IN FAVOUR OF:       SCEPTER HOLDINGS INC., a Canadian corporation having a place
                               of business at 170 Midwest Road, Toronto, Ontario, M1P 3A9;

                               (hereinafter called the "Creditor")




WHEREAS pursuant to a Loan Agreement (as defined herein), the Creditor has agreed to loan up to
US$2,400,000 to the Borrower (as defined herein);

WHEREAS pursuant to Section 3.3. of the Loan Agreement, the Grantor has agreed to execute and deliver a
Guaranty (as defined herein) in favour of the Creditor;

WHEREAS in order to further secure the repayment of its obligations under the Guaranty and under the Loan
Agreement, the Grantor has agreed to grant a hypothec to the Creditor;

NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS

The following words and expressions, when used in this Agreement or in its appendices, shall have the following
meanings unless otherwise dictated by the context:

"Amendment No. 1" shall mean Amendment No. 1 to Loan Agreement, Guaranty and Security Agreement
entered into between the Creditor, the Borrower, the Grantor and Vitalstate US, Inc. as of June 15, 2004.

"Banking Day" means a day, other than a Saturday or a Sunday, on which banking institutions in Montreal and
Toronto, Canada, and New York, New York State, USA, are generally open for business.
"Borrower" shall mean Vitalstate, Inc. and any assignee or successor thereto and includes any corporation
resulting from the amalgamation of the Borrower with any other Person or Persons.

"Creditor" shall mean Scepter Holdings Inc. as well as any assignee or successor thereto.

"Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof
and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to
government.

"Grantor" shall mean Vitalstate Canada Ltd. and any assignee or successor thereto and includes any corporation
resulting from the amalgamation of the Grantor with any other Person or Persons.

"Guaranty" shall mean the guaranty entered into between the Grantor and Vitalstate US, Inc. in favour of the
Creditor, as amended by Amendment No. 1 and as it has been or may be further amended, restated, renewed,
extended or otherwise modified from time to time.

"Hypothec" shall mean the hypothec and security established by the Grantor in favour of the Creditor pursuant to
this Agreement.

"Hypothecated Property" shall mean the property hypothecated hereunder more fully described in Section 4 of
this Agreement.

"Loan Agreement" shall mean the loan agreement entered into between the Creditor, the Borrower, the Grantor
and Vitalstate US, Inc. as of February 10, 2004, as amended by Amendment No. 1 and as it has been or may
be further amended, restated, renewed, extended or otherwise modified from time to time.

"Person(s)" shall mean any legal or natural person, corporation, company, firm, joint venture, partnership,
whether general, limited or undeclared, trust, association, unincorporated organization, Governmental Authority
or other entity of whatever nature.

2. AMOUNT OF HYPOTHEC

To secure the performance of its obligations mentioned in Section 3, the Grantor hereby hypothecates in favour
of the Creditor the Hypothecated Property for a principal amount of One Million Five Hundred Thousand
Canadian Dollars (CA$1,500,000) plus an additional hypothec equal to twenty per cent (20%) of such amount
for a total amount of One Million Eight Hundred Thousand Canadian Dollars (CA$1,800,000), the whole with
interest from the date of this Agreement at an annual rate of twenty-five per cent (25%).
3. SECURED OBLIGATIONS

3.1 The Hypothec shall guarantee the performance of all obligations, both present and future, of the Grantor
towards the Creditor resulting from the following: (a) the Guaranty and (b) the Loan Agreement. The Hypothec
shall also guarantee the performance of the obligations and the payment of the amounts set out in this Agreement
and all reasonable costs incurred by the Creditor in order to observe or perform the undertakings of the Grantor
under this Agreement.

3.2 In addition, the Hypothec shall guarantee all of the Grantor's present and future, direct and indirect obligations
towards the Creditor, including any which are consistent with the above description, which do not yet exist but
will in future, as well as any obligations resulting from future agreements with the Creditor. Any future obligation
secured by this Agreement shall be deemed to be an additional obligation which the Grantor is assuming under
this Agreement.

4. HYPOTHEC: DESCRIPTION OF HYPOTHECATED PROPERTY

4.1 The Grantor hereby hypothecates in favour of the Creditor the following property:

               4.1.1      Accounts receivable - any and all accounts receivable,
                          contract rights and other rights to payment for the sale of
                          goods.

               4.1.2      Inventory - any and all inventory, including, without
                          limitation, any and all goods held for sale or lease or being
                          processed for sale or lease, including, without limitation,
                          all materials, work in process, finished goods, and other
                          tangible property held for sale or lease; and

               4.1.3      Other property - The following property shall also be affected
                          by the Hypothec granted under this Agreement:

                          4.1.3.1    the proceeds of any sale, lease or other disposal of
                                     any Hypothecated Property (including, without
                                     limitation, cash, deposit accounts (whether or not
                                     comprised solely of proceeds), certificates of
                                     deposit), as well as of any property acquired in
                                     replacement thereof;

                          4.1.3.2    any insurance benefit or compensation for
                                     expropriation relating to the Hypothecated Property;
                 4.1.3.3   the principal of, and fruits and income generated by,
                           the Hypothecated Property;

                 4.1.3.4   any and all instruments, documents, registers,
                           invoices and accounts evidencing or related to the
                           Hypothecated Property.




5. REPRESENTATIONS

      5.1    The Grantor hereby makes the following representations:

             5.1.1   it is the unconditional and absolute owner of the Hypothecated
                     Property, with the exception of future property;

             5.1.2   the Hypothecated Property is free and clear of any priority,
                     legal or conventional hypothec, charge, encumbrance,
                     garnishment, right of rescission, right of repossession or any
                     other rights, save and except for prior hypothecs in favour of
                     the Creditor;

             5.1.3   the taxes, levies, assessments and fees affecting the
                     Hypothecated Property have all been paid to date, without
                     subrogation;

             5.1.4   to the best of its knowledge, no suit or proceeding has been
                     instituted against it or is likely to affect the Hypothecated
                     Property;

             5.1.5   it has executed no undertaking likely to impair the value of
                     the Hypothec;

             5.1.6   all of the property owned by the Grantor is located in the
                     province of Quebec;

             5.1.7   it is not in default as defined in this Agreement.




6. COMMITMENTS

      6.1    The Grantor hereby makes the following commitments:

             6.1.1   to advise the Creditor in writing of any change in its name
                     and trade names or in the contents of the representations made
                     in Section 5;
                      6.1.2      to advise the Creditor in writing of the names of any
                                 insurance carriers which are party to the insurance policies
                                 specified in this Agreement.




6.2 Information - To provide the Creditor with any information which it may reasonably request in relation to the
Hypothecated Property or to ascertain whether or not the Grantor is fulfilling its commitments and obligations.
The Grantor shall advise the Creditor of any fact or event likely to adversely affect the value of the Hypothecated
Property or the Grantor's financial position.

6.3 Access to premises - To allow the Creditor, at all reasonable times under the circumstances and at the
Grantor's expense, to examine the Hypothecated Property, to inspect it and to valuate it and to provide access to
the premises where such Hypothecated Property may be found.

6.4 Maintenance - To maintain the Hypothecated Property in a proper state of maintenance and repair and in
compliance with any laws and regulations which may be applicable from time to time. The Grantor shall make no
substantial changes and shall proceed with no demolition; nor shall it allow the Hypothecated Property to
deteriorate or use it or allow it to be used for illicit purposes.

6.5 Maintenance of Hypothec - To constantly maintain in full force and effect and to keep enforceable against
third persons the Hypothec granted hereunder; to do any things and to sign any documents required (including
notices of renewal) so that the Hypothec granted hereunder may have full effect over all Hypothecated Property
and be constantly enforceable against third persons.

6.6 Loss or damage - To advise the Creditor forthwith of any loss or damage and to expeditiously take any
action so that the insurance carrier may pay benefits to the Creditor, insofar as the latter is entitled to such
benefits. The Creditor shall be authorized to allocate all or part of any insurance benefits to reducing amounts due
under this Agreement (even where such amounts have not yet become due or payable); however, such reduction
shall not occur until the Creditor has advised the Grantor of its decision to so allocate such benefits. The Creditor
may also choose to allocate all or part of the insurance benefits to payment of any replacement, repair or
reconstruction costs.

6.7 Lease, sale, disposal - To notify the Creditor forthwith if any part of the Hypothecated Property is leased,
sold, assigned or otherwise disposed of, if such transaction is not made in the ordinary course of the Grantor's
business.

6.8 Compliance with the law - To comply with the requirements of all laws and regulations applicable to the
operation of its business and to the holding of the Hypothecated Property, including environmental legislation.
7. DEFAULT

7.1 The Grantor shall be in default in each of the following cases, and no notice or prior notice shall be required:

               7.1.1      where there occurs an "Event of Default" (as defined in the
                          Loan Agreement) or where there is default under any other
                          present or future agreement between the Grantor and the
                          Creditor, including, without limiting the generality of the
                          foregoing, under the Guaranty;

               7.1.2      where the Grantor fails to fulfil any of its commitments under
                          this Agreement and such failure is not remedied by the Grantor
                          within five (5) business days of receipt of written notice
                          from the Creditor specifying the nature of such failure;

               7.1.3      where a statement or representation made under this Agreement,
                          or the content of any documents, statements or certificates
                          provided with respect to this Agreement or to the Loan
                          Agreement or to the Guaranty, turns out to be false or
                          misleading.




7.2 Any default on the part of the Grantor pursuant to this Agreement or pursuant to the Guaranty shall constitute
an "Event of Default" pursuant to the Loan Agreement.

8. EXERCISE OF REMEDIES IN THE EVENT OF DEFAULT

8.1 In the event of default, regardless of the hypothecary remedy which the Creditor may choose to exercise, the
following provisions shall apply:

               8.1.1      the Creditor shall be authorized, but not required, to do the
                          following at the Grantor's expense, with a view to protecting
                          or realizing the value of the Hypothecated Property:

                          8.1.1.1    to continue the processing of the Hypothecated
                                     Property or perform the operations to which the
                                     Grantor subjects such property in the course of its
                                     business, and to acquire any property for this
                                     purpose;

                          8.1.1.2    to dispose of any Hypothecated Property which is
                                     obsolete or likely to depreciate rapidly or to become
                                     impaired;

                          8.1.1.3    to use the information obtained in the exercise of
                                     its rights;
                          8.1.1.4    to fulfil any of the Grantor's commitments;

                          8.1.1.5    to exercise any right attached to the Hypothecated
                                     Property;

                          8.1.1.6    in the exercise of any of its rights, to use without
                                     charge the Grantor's premises, equipment, machinery,
                                     processes, information and intellectual property;

                          8.1.1.7    to borrow funds;

                          8.1.1.8    to ensure proper maintenance, proceed with any
                                     repairs or renovations, undertake or complete any
                                     work, at the Grantor's expense;

               8.1.2      the Creditor shall exercise its rights in good faith so that,
                          following such exercise, the obligations secured by the
                          Hypothec shall be reasonably reduced under the circumstances;

               8.1.3      the Creditor may itself purchase or otherwise acquire the
                          Hypothecated Property directly or indirectly;

               8.1.4      in the exercise of its rights, the Creditor shall be entitled
                          to waive any of its rights or of the Grantor's, even without
                          consideration;

               8.1.5      the Creditor shall not be required to make an inventory, take
                          out insurance or provide any other security;

               8.1.6      the Grantor shall, at the Creditor's request, move the
                          Hypothecated Property and make it available to the Creditor in
                          a location designated by the Creditor and which, in the
                          latter's opinion, is more appropriate under the circumstances.




8.2 Where the Creditor exercises the hypothecary remedy of "taking in payment" and the Grantor requires that
the Creditor proceed instead with a sale of the Hypothecated Property in relation to which the Creditor is
exercising its remedy, the Grantor hereby acknowledges that the Creditor shall not be required to abandon its
remedy for taking in payment unless, within the time allotted for surrender, the Creditor
(i) has been provided with security which it deems satisfactory to the effect that the property shall be sold at a
sufficiently high price to enable the Creditor's claim to be paid in full, (ii) has been reimbursed for any expenses
then incurred by the Creditor, including any fees of consultants or legal counsel relating to such remedy, and
(iii) has been provided with the amounts required for the sale of the property; the Grantor further acknowledges
that the Creditor shall alone be entitled to select the method of sale.
8.3 The Grantor shall be deemed to have surrendered the Hypothecated Property held by the Creditor or on its
behalf where the Creditor has not, within the time allotted for surrender by law or by a court, received written
notice from the Grantor that the latter was challenging the exercise of the hypothecary remedy indicated in the
prior notice.

8.4 Where the Creditor itself sells the Hypothecated Property, it shall not be required to obtain a prior valuation
from a third person.

8.5 The Hypothecated Property may be sold with a legal warranty on the part of the Grantor or, at the Creditor's
option, with a total or partial warranty exclusion; it may also be sold for cash, on an instalment basis or subject to
the terms and conditions determined by the Creditor; such sale may be rescinded in the event of non-payment of
the agreed price, and the property may then be resold.

9. GENERAL PROVISIONS

9.1 Additional security - The Hypothec granted hereunder shall be in addition to any other hypothec or security
held by the Creditor, including, without limitation, the movable hypothec dated February 10, 2004 granted by the
Grantor in favour of the Creditor to secure the performance of its obligations mentioned in Section 3 and
registered at the Register of Personal and Movable Real Rights in the Province of Quebec under number 04-
0196152-0002, but shall not be in replacement or exchange thereof; it shall not affect the Creditor's rights of set-
off.

9.2 Notices - All notices and other communications provided for hereunder shall, unless otherwise stated herein,
be in writing to the party for whom it is intended and shall be mailed, sent or delivered, to such party at its
address set forth below with its signature or shall be sent by telecopier or other means of rapid communication at
its rapid communication address set forth below with its signature, or at such other address or rapid
communication address as shall be designated by such party in a written notice to the other parties hereto. All
such notices and communications shall be effective (i) if mailed, three (3) Banking Days after deposited in the
mail, first class, postage prepaid,
(ii) if delivered, when delivered and (iii) if sent by telecopier or other means of rapid communication, on the date
of transmission if transmitted before 3:00 p.m. (Montreal time) on a Banking Day or, in any other case, on the
next following Banking Day. In the event of a postal strike or any slow-down in the postal service, no notice of or
communication by mail shall be effective if sent during, or within five
(5) Banking Days prior to the commencement of, such strike or slow-down unless it is actually received by the
party to whom it is addressed and, in such event, it shall be effective only on the date of actual receipt.
9.3    Time allotted - The Creditor may grant extensions, take or surrender
       security, make accommodations, grant discharges or releases or
       otherwise transact with the Grantor, at its discretion, without thereby
       restricting its rights hereunder or reducing the Grantor's liability.

9.4    Continuing security - The Hypothec shall constitute a continuing
       security which shall subsist notwithstanding the occasional, total or
       partial satisfaction of the obligations secured hereby; it shall have
       full and complete effect until such time as a total discharge has been
       executed by the Creditor.

9.5    Putting in default - Time is of the essence in this contract. The
       Grantor shall be in default of performing its obligations hereunder by
       the mere lapse of the time allowed for such performance or by the mere
       materialization of the due date, without notice or prior notice.

9.6    Execution in Counterparts - This Agreement may be executed in any
       number of counterparts and by different parties hereto in separate
       counterparts, each of which when so executed shall be deemed to be an
       original and all of which taken together shall constitute but one and
       the same agreement.

9.7    Cumulative remedies - By exercising any of its rights, the Creditor
       shall not be prevented from exercising any other right resulting from
       this Agreement, from the Loan Agreement, from the Guaranty, from any
       deed granting a security in favour of the Creditor or from any
       legislation; the Creditor's rights shall be cumulative, and not
       alternative. Failure to exercise any of its rights shall not
       constitute, for the Creditor, a waiver of any future exercise of such
       right. The Creditor may exercise its rights hereunder without having to
       exercise its rights against any other person responsible for the
       payment of the obligations secured hereby and without having to realize
       any other security guaranteeing such obligations.

9.8    Irrevocable mandate - The Creditor is hereby irrevocably appointed the
       Grantor's representative with power of substitution for purposes of the
       following paragraph, with a view to doing any thing or signing any
       paper, power of attorney or document which it deems appropriate for
       purposes of exercising its rights or which the Grantor may fail or
       refuse to sign or do.

9.9    Delegation - The Creditor may delegate to another person the exercise
       of its rights or remedies or the performance of its obligations under
       this Agreement or under the law; in such an event, the Creditor may
       provide to such other person any information which it possesses about
       the Grantor or the Hypothecated Property.

9.10   Liability - The Creditor shall not be liable for any material damage
       which may result through its fault or that of its servants or of any
       persons with whom it has contracted for purposes of protecting or
       exercising its rights, unless such damage is the result of gross
       negligence or wilful misconduct.
9.11   Successors - The rights conferred upon the Creditor hereby shall extend
       to any successor, including any entity resulting from the merger of the
       Creditor with another person.

9.12   Governing Law - Notwithstanding anything to the foregoing provided for
       in the Loan Agreement, this Agreement shall be governed by and
       construed in accordance with the laws of the Province of Quebec as the
       same may from time to time be in effect.

9.13   Language - The parties hereby confirm their express wish that the
       present Agreement and all documents and agreements directly and
       indirectly related thereto, including notices, be drawn up in English.
       Notwithstanding such express wish, the parties agree that any of such
       documents, agreements and notices or any part thereof or of this
       Agreement may be drawn up in French. Les parties reconnaissent leur
       volonte expresse que la presente convention ainsi que tous les
       documents et conventions qui s'y rattachent directement ou
       indirectement, y compris les avis, soient rediges en langue anglaise.
       Nonobstant telle volonte expresse, les parties conviennent que
       n'importe quel desdits documents, conventions et avis ou toute partie
       de ceux-ci ou de cette convention puissent etre rediges en langue
       francaise.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective
representatives thereunto duly authorized as of the date first above written.

Address: VITALSTATE, INC.
2191 Hampton Avenue
Montreal, Quebec
H4A 2K5

                                                    Per:      /s/ James Klein
         Telecopier:                                          -----------------------------
         Attention of:
                                                              Name:     ____________________


                                                              Title:    ____________________




Address: SCEPTER HOLDINGS INC.
70 Midwest Road
Toronto, Ontario
M1P 3A9

                                                    Per:      /s/ Christopher Luck
         Telecopier: (416) 751-9099                           -----------------------------
         Attention: Chris Luck
                                                              Name:     ____________________



                                                              Title:    ____________________
CERTIFICATIONS

                                                   EXHIBIT 31.1

I, Terry Giles, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Vitalstate, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared;

(b) Designed such internal control over financial reporting, or caused such control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; and

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weakness in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

                  Date: August 13, 2004                              /s/ Terry Giles
                                                                     --------------------
                                                                     Terry Giles
                                                                     Principal Executive Officer
CERTIFICATIONS

                                                   EXHIBIT 31.2

I, James Klein, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Vitalstate, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly
report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have;

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this quarterly report is being prepared;

(b) Designed such internal control over financial reporting, or caused such control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles; and

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weakness in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.

              Date: August 13, 2004                              /s/ James Klein
                                                                 ---------------------------
                                                                 James Klein
                                                                 Title:   Principal Accounting and
                                                                          Financial Officer
EXHIBIT 32.1

                                      CERTIFICATION PURSUANT TO
                                         18 U.S.C. SECTION 1350,
                                       AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vitalstate, Inc. (the "Company") on Form 10-QSB for the quarter
ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Terry Giles, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that;

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will
be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

                                         /s/ Terry Giles
                                         -----------------------------
                                         Name: Terry Giles
                                         Title: Chief Executive Officer
                                         Date: August 13, 2004
EXHIBIT 32.2

                                        CERTIFICATE PURSUANT TO
                                          18 U.S.C. SECTION 1350,
                                        AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vitalstate, Inc. (the "Company") on Form 10-QSB for the quarter
ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, James Klein, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respect, the financial condition and result
of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will
be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

                                         /s/ James Klein
                                         -----------------------------
                                         Name: James Klein
                                         Title: Chief Financial Officer
                                         Date: August 13, 2004

				
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