Vitaminspice Watch

from 8-K 13 pages Agreement and Plan of Reorganization This Agreement and Plan of Reorganization (The “Agreement”) Is Dated September 28, 2009, and Is by and Between Qualsec, a Wyoming Corporation (The “Company”) and Vitamin Spice, LLC, a Delaware Limited Liability Company (“Vitamin Spice”). R E C I T a L S Whereas, the Shareholders of Vitamin Spice ("Shareholders") Own the Membership Interests of Vitamin Spice as Set Forth in Schedule 1 Attached Here­to, Constitut­ing All of the Issued and Out­standing Membership Interests of Vitamin Spice (The “Vitamin Spice Interests”); Whereas, the Company Is a Public Company, Required to File Reports Under Section 15(d) of the Securities Exchange Act of 1934 (The "Exchange Act"); Whereas, the Board of Directors of the Company and Vitamin Spice Deem It Advisable That the Acquisition by the Company of Vitamin Spice Be Effected Through an Exchange (The "Exchange") of Vitamin Spice Interests Pursuant to This Agreement; Whereas, the Company Desires to Acquire All of the Outstanding Vitamin Spice Interests for Shares of Common Stock of the Company. a G R E E M E N T Now, Therefore, in Consideration of the Mutual Covenants and Agreements Con­tained Herein and in Reliance Upon the Representa­tions and Warranties Hereinafter Set Forth, the Parties Agree as Follows: I. Exchange