exhibit 10. 12 exclusive license agreement this exclusive license agreement ( “ agreement ” ) is entered into effective as of september 1, 2004, by and among natural alternatives international, inc., a delaware corporation ( “ nai ” ) with its principal offices at 1185 linda vista drive, san marcos, california 92078, and reginald b. cherry ministries, inc. a texas non - profit corporation ( “ ministries ” ), with its principal address at 8323 southwest freeway, suite 440, houston, texas 77074. the parties to this agreement are sometimes referred to collectively herein as the “ parties ” or separately as a “ party ”. recitals a. nai is in the business of designing, researching, formulating, developing, manufacturing, packaging, distributing and marketing nutritional products and has demonstrated its capability to develop formulae and to manufacture nutritional products derived from such formulae. b. ministries is exempt from federal income tax under section 501 ( c ) ( 3 ) of the internal revenue code of 1986, as amended, and is organized and operated for charitable, educational and religious purposes, and specifically operates a television ministry, a major tenet of which is the importance of physical, mental and spiritual health in the acceptance, advancement and promotion of god and his teachings ( the “ exempt purposes ” ). c. in furtherance of and to advance its exempt purposes, ministries entered into an assignment agreement ( “ cherry assignment ” ) with dr. reginald b. cherry, an individual ( “ dr. cherry ” ), in which dr. cherry assigned to ministries an undivided fifty - one percent ( 51 % ) interest in his name and likeness in connection with the manufacture, use and sale of nutritional foods and supplements. d. ministries believes that its relationship with nai under this agreement will further and advance the exempt purposes and activities of ministries. e. ministries desires to utilize the expertise of nai to design, research, formulate, develop, manufacture, package, sell, distribute and market nutritional products which, in ministries ’ good faith belief, will further and advance the exempt purposes and activities of ministries. f. nai desires to design, research, formulate, develop, manufacture, package, sell, distribute and market nutritional products to all markets worldwide, and through all channels or means of distribution using the names, likenesses, styles, persona, patents, trademarks, logos, domain names and copyrights developed and to be developed by ministries under