(Revised 2007 Disc1}} No regulatory body in the Province of Alberta has in any way passed upon the merits of the franchise offered hereunder and any representation to the contrary is untrue. FRANCHISE DISCLOSURE DOCUMENT Simply Health Inc.. (the Franchisor or the Corporation) is offering franchises in the Province of Alberta in "Simply Health Stores" THIS DISCLOSURE DOCUMENT MUST BE GIVEN TO THE PROSPECTIVE BUYER OF THE FRANCHISE (THE "FRANCHISEE") AT LEAST FOURTEEN BUSINESS DAYS PRIOR TO THE SIGNING OF THE FRANCHISE AGREEMENT OR THE RECEIPT OF ANY CONSIDERATION. 1. FRANCHISOR INFORMATION A. NAME OF FRANCHISOR Simply Health Inc.. B. THE NAME UNDER WHICH THE FRANCHISOR INTENDS ON DOING BUSINESS Simply Health C. BUSINESS ADDRESS AND AGENT OF FRANCHISOR The Franchisor's principal business address and the name and address of its agent for service in Alberta is: Principal Business Address Simply Health Inc.. # 3, 5015 – 111 St. Edmonton, Alberta T6H 4M6 Agent in Alberta Brownlee LLP Barristers and Solicitors 2200 Commerce Place 10155-102 Street Edmonton, Alberta T5J 4G8

{Revised 2007 Disc1} - 2 - D. BUSINESS FORM OF FRANCHISOR The Franchisor was incorporated by way of a Certificate of Incorporation dated, 2007 E. BUSINESS EXPERIENCE The Franchisor purchased the franchise business in February, 2000, as a going concern. Since that date, the Franchisor and its principals have operated the franchise business. In addition, the principals of the Franchisor have extensive business experience in the retail, wholesale and manufacturing in the health food industries. F. OTHER FRANCHISES OF THE FRANCHISOR The Franchisor does not offer franchises in, nor is involved in any other type of business other than businesses related to the retail health store industry. G. NAMES OF DIRECTORS, GENERAL PARTNERS OR OFFICERS OF THE FRANCHISOR HAVING MANAGEMENT RESPONSIBILITIES RELATING TO THE FRANCHISE Name Position Principal Occupation and Employer for the Past Five Years Azim Velji President Franchisor 2. PREVIOUS CONVICTIONS AND PENDING CHARGES None of the Franchisor or, its associates, directors, general partners or officers having management responsibilities, have been, in the last ten years, charged or convicted of any indictable offence involving franchises, other businesses, fraud, embezzlement, unfair or deceptive practices, or any other comparable offences. 3. CIVIL LITIGATION AND LIABILITIES None of the Franchisor or, its associates, directors, general partners or officers having management responsibilities have been found liable in any civil action or are named in any pending civil actions involving franchises or other businesses involving

{Revised 2007 Disc1} - 3 - misrepresentation, unfair or deceptive acts or practices or other comparable actions, except that the Corporation has received a notice of a claim by an individual for illness and distress relating to alleged consumption of a particular product. No specific amount has been claimed. The claim has been reported to the Corporation’s insurers. 4. ADMINISTRATIVE PROCEEDINGS AND EXISTING ORDERS None of the Franchisor or, its associates, directors, general partners or officers, having management responsibilities are subject to any current injunctive or restrictive orders imposed by, or any pending administrative actions to be heard before, any public agency, whether in Alberta or outside Alberta, involving franchises or other businesses. 5. BANKRUPTCY None of the following parties have been declared or petitioned into bankruptcy or insolvency in the past six years: (a) the Franchisor or its associates; (b) a corporation, any of whose directors or officers are currently directors, general partners or officers (having management responsibilities) of the Franchisor; or (c) a partnership whose general partners are currently directors, general partners or officers (having management responsibilities) of the Franchisor. 6. NATURE OF THE FRANCHISOR'S BUSINESS The Franchisor's business consists of, but is not limited to, the offer and sale of the Simply Health franchises (the "Simply Health Franchises") in the Province of Alberta. The franchise rights include the right to establish and operate a Simply Health franchise outlet in authorized locations in accordance with the terms and conditions of the Franchise Agreement, a copy of which is attached hereto as Schedule "A". The Simply Health franchise outlets are a retail health store selling, marketing and distributing dietary supplements, vitamins, natural cosmetics, homeopathic products, juices, nuts, dried fruits, organic fruits and vegetables, personal care products, magazines, pamphlets, books or other health and fitness related products or services commonly offered by retail health stores. The individual outlets may not be able to carry or offer all of the products and services described above because of size limitations of the outlets or restrictions placed on the outlets by the individual landlords. The Franchisor is continually reviewing its mix of products and services offered at each franchise location and the actual offering for each individual outlet is subject to the Franchisor’s discretion. The Franchisor has granted franchises to four (4) Franchisees in the Province of Alberta. The Franchisor also owns directly one (1) corporately owned location. 7. INITIAL FRANCHISE FEE AND OTHER FEES

{Revised 2007 Disc1} - 4 - A. THE INITIAL FRANCHISE FEE The initial franchise fee payable for a single new franchise outlet is TWENTY FIVE THOUSAND ($25,000.00) DOLLARS plus all applicable goods and services tax, provincial sales tax and all other applicable taxes payable, all of which shall be payable to and fully earned by the Franchisor and is not refundable for any reason whatsoever, upon the execution of the Franchise Agreement. B. OTHER FEES The Franchisee is also required to pay the following fees which are in addition to the initial franchise fee: (i) royalty fee on a monthly basis based on 5% of the Gross Revenue of the Franchisee; (ii) advertising and promotional fees, as determined by the Franchisor from time to time, which are currently set at a maximum of 2% of Gross Revenue. These expenditures on national, regional and local advertising programs are payable monthly; (iii) current renewal fee payable for any renewal of the franchise plus, all fees and expenses incurred for any reasonable renovation or repairs, if required by the Franchisor, to modernize the franchise outlet; (iv) fees and expenses payable to the Franchisor or to consultants or professionals retained by the Franchisor for guidance, assistance, direction, training and re-training provided by the Franchisor or such consultant or professional to the Franchisee in addition to the initial guidance, assistance and training provided to the Franchisee by the Franchisor which is included in the initial franchise fee; (v) an amount equal to 10% of the purchase price of any product the Franchisee has purchased which was not purchased from the Franchisor, or its approved supplier; (vi) interest on any overdue and unpaid balance owed to the Franchisor at an interest rate of equal to the greater of; a) 18% per annum; or b) the prime lending rate of the Hongkong Bank of Canada plus 6%. (vii) all costs and fees relating to any review of the Franchisees original books and records undertaken by the Franchisor or, its nominee, that reveals a difference of more than 3% between the amount of total Gross Revenue reported by the Franchisee and the amount determined by the Franchisor pursuant to its review of the original books and records;

{Revised 2007 Disc1} - 5 - (viii) an amount equal to the Franchisor's damages, costs and expenses, including legal fees, associated with the Franchisor enforcing any default occurring pursuant to the Franchise Agreement or any other Agreement relating to the Franchise; (ix) the current transfer fee in effect at the time of any transfer of the franchise by the Franchisee; (x) the relocation fee in effect at the time of any relocation of the franchise which is approved by the Franchisor. 8. INITIAL INVESTMENT REQUIRED Under the Franchise Agreement, all costs and development of the franchise are to be borne by the Franchisee, and it is estimated that the average cost of starting up a franchise outlet is usually between $190,000.00 and $225,000.00. The above noted costs vary depending on design and site criteria chosen by the prospective Franchisee. These costs on a minimum and maximum basis are broken down as follows: Lower Higher Range Range Initial Franchise Fee $25,000.00 $25,000.00 Real Estate and Leasehold Improvements and Furniture, Fixtures and Equipment $75,000.00 $90,000.00 Computer Hardware and Software $5,000.00 $5,000.00 Inventory $50,000.00 $60,000.00 Security Deposits, Utility Deposits and Business Licenses $3,000.00 $3,000.00 Insurance $2,000.00 $2,000.00 Grand Opening Advertising $5,000.00 $5,000.00 Working Capital $15,000.00 $15,000.00 Pre-Opening Expenses* $10,000.00 $10,000.00 TOTAL Estimated Initial Investment: $190,000.00 $225,000.00 Note: All expenditures have been estimated in Canadian dollars and do not include GST. * Pre-Opening Expenses may include, but are not limited to, such items as professional fees, organizational expenses and salaries during training. 9. WORKING CAPITAL

{Revised 2007 Disc1} - 6 - In addition to the initial investment required as disclosed in item 8 herein, the Franchisee will require additional funds to finance the operations of the franchised business until a positive cash flow is established. Operational costs of the franchised business will include, but are not limited to, lease payments, inventory costs, uniforms, payroll and related expenses, facility expenses, security maintenance and legal fees, rental deposits, insurance, opening and other costs associated with the franchised business. The amount of additional funds required will vary for each franchise location. The Franchisor does not provide an estimate of the working capital required or make any representations with respect to actual or potential cash flow for a particular franchise. 10. FINANCING The Franchisor does not offer or provide any financing arrangements to the Franchisee. If the Franchisee requires financing to open and operate the franchise, such financing must be arranged through independent sources. 11. RESTRICTION ON SOURCES OF AND SALES OF PRODUCTS The Franchisee is required to purchase products directly from the Franchisor, its affiliates or subsidiaries or from approved suppliers. The Franchisor is continually reviewing its mix of products and services offered at each franchise location and the actual offering for each individual outlet is subject to the Franchisor’s discretion. 12. REBATES OR OTHER BENEFITS TO THE FRANCHISOR There may be rebates or refunds resulting from the purchase of products or services by Franchisees from approved suppliers. There is no obligation on the part of the Franchisor, its affiliates or its approved suppliers to allow the Franchisee to participate in or benefit from any rebates or refunds and all such rebates or refunds or any other credits or payments resulting from orders from suppliers accrue to the benefit of the Franchisor. 13. OBLIGATIONS TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS The Franchisor requires the Franchisee and its named individual principals (if the Franchisee is a corporation) to personally provide full-time supervision with respect to the franchise and to provide personal guarantees of the obligations of the Franchisee to the Franchisor under the Franchise Agreement. Also, the Franchisee agrees to continuously keep the franchise open and operating during such business hours as may be designated by the Franchisor. Finally, the Franchisee agrees to operate the franchise in accordance with all applicable laws and regulations relating thereto.

{Revised 2007 Disc1} - 7 - 14. EXISTING FRANCHISEE AND FRANCHISOR OUTLETS There are presently four (4) franchise outlets and one (1) corporately owned outlet operating in Alberta. The names, mailing addresses and telephone numbers (if known) for each of these franchises are listed in Schedule "B" attached hereto. 15. FRANCHISE CLOSURE In the last five (5) fiscal years, one(1), franchise outlets was cancelled or terminated by the Franchisor 16. EARNING CLAIMS The Franchisor does not furnish or authorize any verbal or written information concerning actual or potential sales, costs, income or profits for the franchise. The Franchisor cannot estimate the potential earnings of any particular franchise. 17. TERMINATION, RENEWAL AND TRANSFER OF THE FRANCHISE The Franchise Agreement contains provisions dealing with the Renewal, Termination, Obligations On Termination and Transfer or Assignment of the franchise. These provisions are set out in Clause(s) 13 and 14 of the Franchise Agreement. These provisions should be reviewed by any prospective Franchisee. 18. TERRITORY The Franchisor does not grant any exclusive area or territory to the Franchisee as the franchise is a "location" franchise only. The Franchisor does not have a policy protecting existing franchisees from new franchise outlets opening within close proximity of existing franchises. 19. NOTICE OF RESCISSION AND EFFECT OF CANCELLATION The Franchises Act (Alberta) provides the Franchisee with certain rights apart from the Franchise Agreement. Every Franchisee should examine the Franchises Act for details on these rights. Specifically, however, the Franchisee should be aware of the following sections of the Franchise Act: 13. If a Franchisor fails to give a prospective Franchisee the disclosure document by the time referred to in section 4, the prospective Franchisee

{Revised 2007 Disc1} - 8 - may rescind all the franchise agreements by giving a notice of cancellation to the Franchisor or its associate, as the case may be, (a) no later than 60 days after receiving the disclosure document, or (b) no later than 2 years after the Franchisee is granted the franchise, whichever occurs first. 14(1). A notice of cancellation given under section 13 operates (a) to cancel the Franchise Agreements, or (b) in the case of an agreement that is an offer to purchase, to withdraw the offer to purchase. 14(2). The Franchisor or its associate, as the case may be, must, within 30 days of receiving a notice of cancellation under section 13, compensate the Franchisee for any net losses that the Franchisee has incurred in acquiring, setting up and operating the franchised business. 20. RIGHT OF ACTION FOR DAMAGES Section 9 of the Franchise Act (Alberta) provides the Franchisee with the following rights with respect to damages: 9(1). If a Franchisee suffers a loss because of a misrepresentation contained in a disclosure document, the Franchisee has a right of action for damages against any or all of the following: (a) the Franchisor; (b) every person who signed the disclosure document. 9(2). If a disclosure document contains a misrepresentation, a Franchisee who purchases a franchise to which the disclosure document relates is deemed to have relied on the misrepresentation. 21. FINANCIAL STATEMENTS The financial statements of the Franchisor see Schedule "C".

{Revised 2007 Disc1} - 9 - 22. LIST OF AGREEMENTS RELATING TO THE FRANCHISE The following is a list of the related documents and agreements which are to be entered into by the Franchisee or its principals pursuant to the Franchise Agreement. These document form part of the Franchise Agreement and reference to them herein includes where each document is located in the Franchise Agreement. (a) Personal guarantees of the shareholders of the Franchisor; (b) Confidentiality and non-disclosure agreement by the Franchisee and all shareholders of the Franchise; (c) Purchase and sale agreement by the Franchisee.

{Revised 2007 Disc1} - 10 - CERTIFICATE OF THE FRANCHISOR The information provided in the disclosure document, or any changes made with respect to the disclosure document; A. contains no untrue information of a material fact; B. does not omit to state a material fact that is required to be stated, and C. does not omit to state a material fact that needs to be stated in order for the information not be misleading. DATED at the City of , in the Province of , this _____ day of ______________, 20___ Simply Health Inc.. Per: ________________________________ Per: _______________________________

{11/19/2001,E0160637.DOC;1} SCHEDULE "B" To The Franchise Disclosure Document By Simply Health Inc.. FRANCHISED STORES The Meadowlark Simply Health Store located at: Unit 103, 8820-156 Street Edmonton, AB. T5R 5W9 The Southgate Simply Health Store located at: (Corporate Store) # 3, Southgate Center, Edmonton, AB, T6H 4M6 The Abbotsfield Simply Health located at Abbotsfield Mall Edmonton The Spruce Grove Simply Health Located at Campsite Road Spruce Grove The Rutherford Professional Centre Rutherford Professional Edmonton

{11/19/2001,E0160637.DOC;1} SCHEDULE "C" To The Franchise Disclosure Document By Simply Health Inc.. FINANCIAL STATEMENTS OF THE FRANCHISOR To be Supplied upon request