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The aggregate purchase price for the Preferred Shares and warrants was 3,000,000, including 100,000 allocated to the purchase of the warrant. In connection with this financing, HealthZone also issued 222,222 shares of its common stock, representing approximately 10 of the then outstanding number of shares, and a seven-year warrant to purchase up to 37,000 shares of its common stock for 1,000,000. On March 24, 2000, all of these issued Preferred Shares were converted into 2,016,438 shares of common stock. Related to the issuance and conversion of the Company's preferred stock, the Company recorded an imputed preferred dividend, which represented the difference between the trading price of the Company's common stock and the conversion rate of the preferred stock. The dividend amounted to 1,950,000, which is reflected as an increase in the net loss available to common shareholders on the accompanying statement of operations. On October 30, 2000 the Company entered into an agreement with an investment banking firm to serve as a financial consultant to the Company.

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